TenCate materials are at the cutting
edge of textile, chemical and material
techno logies.
TenCate focuses on added-value solutions
to meet critical end-user requirements.
Our customers make a difference with our
materials and systems.
TenCate addresses market trends
based on the global themes of safety, pro-
tection and sustainability. This generates
long-term growth for the company.
The strategy is characterised by value chain management.
This business model implemented by TenCate is built on
the four cornerstones of end-user marketing, product
differentiation, technological innovation and cost
leadership. The challenge lies in striking an optimum
balance between these four cornerstones.
Thermoplastic composite
The automotive industry is increasingly interested in using
thermoplastic composites from the TenCate Cetex® product
portfolio of TenCate Advanced Composites in cars. TenCate
Cetex® is:
• Strong and impact-resistant: contributes to safety
• Lightweight: saves fuel
• Mouldable: readily processable
• Reusable and recyclable: sustainable
Royal Ten C
ateA
nnual Report 2011
Royal Ten Cate MATERIALS THAT MAKE A DIFFERENCEColophon
business development & investor relations
F.R. Spaan, corporate director
P.O. Box 58
7600 GD Almelo, The Netherlands
Telephone +31 (0)546 544 911
Fax +31 (0)546 814 145
www.tencate.com
Commercial overview and profileOperating companies, associated companies and other interests
Royal Ten Cate
Annual Report 2011
Connected by the value proposition
Text
Royal Ten Cate
Translation
VVH business translations,
Maartensdijk
Concept and realisation
C&F Report Amsterdam B.V.,
Amsterdam
Printing
Lulof Druktechniek B.V.,
Almelo
Photography
Paul Haverkort
Bram Hendriks
Frans Dekker
Joost van Baars
Marjo Baas
Ton Kuper
Roelof Pot
De Jong Luchtfotografie
Stephen Barnett
Norbert Hekkink
Courtesy © Gulfstream
Courtesy © Staff Sgt. Curt Cashour
Vista landschapsarchitectuur en stedenbouw
TenCate would like to hear from you.
Please let u s know your views by e-mailing
[email protected], stating the
market group or officer you wish to contact.
TenCate materials are at the cutting
edge of textile, chemical and material
techno logies.
TenCate focuses on added-value solutions
to meet critical end-user requirements.
Our customers make a difference with our
materials and systems.
TenCate addresses market trends
based on the global themes of safety, pro-
tection and sustainability. This generates
long-term growth for the company.
The strategy is characterised by value chain management.
This business model implemented by TenCate is built on
the four cornerstones of end-user marketing, product
differentiation, technological innovation and cost
leadership. The challenge lies in striking an optimum
balance between these four cornerstones.
Thermoplastic composite
The automotive industry is increasingly interested in using
thermoplastic composites from the TenCate Cetex® product
portfolio of TenCate Advanced Composites in cars. TenCate
Cetex® is:
• Strong and impact-resistant: contributes to safety
• Lightweight: saves fuel
• Mouldable: readily processable
• Reusable and recyclable: sustainable
Royal Ten C
ateA
nnual Report 2011
Royal Ten Cate MATERIALS THAT MAKE A DIFFERENCEColophon
business development & investor relations
F.R. Spaan, corporate director
P.O. Box 58
7600 GD Almelo, The Netherlands
Telephone +31 (0)546 544 911
Fax +31 (0)546 814 145
www.tencate.com
Commercial overview and profileOperating companies, associated companies and other interests
Royal Ten Cate
Annual Report 2011
Connected by the value proposition
Text
Royal Ten Cate
Translation
VVH business translations,
Maartensdijk
Concept and realisation
C&F Report Amsterdam B.V.,
Amsterdam
Printing
Lulof Druktechniek B.V.,
Almelo
Photography
Paul Haverkort
Bram Hendriks
Frans Dekker
Joost van Baars
Marjo Baas
Ton Kuper
Roelof Pot
De Jong Luchtfotografie
Stephen Barnett
Norbert Hekkink
Courtesy © Gulfstream
Courtesy © Staff Sgt. Curt Cashour
Vista landschapsarchitectuur en stedenbouw
TenCate would like to hear from you.
Please let u s know your views by e-mailing
[email protected], stating the
market group or officer you wish to contact.
Royal Ten Cate (TenCate) is a multinational
company which combines textile technology
with chemical processes in the development
and production of functional materials.
On this technological basis, TenCate
develops a range of applications (product-
market-technology combinations) aimed
at growth markets.
TenCate materials are mainly used for:
◾ personal safety and protection of the
living and working environment;
◾ modernisation of equipment used by
armed forces, fire brigades and police;
◾ aerospace (lower fuel costs due to
lighter materials);
◾ water management, infrastructure
and environmental care;
◾ industrial applications.
TenCate selects market areas mainly on
the basis of global trends, specifically in
the safety/protection and sustainability/
environmental fields. With regard to
the characteristics of the materials
(specifications), the markets are usually
regulated by governments or agencies on
the basis of legislation and regulations.
TenCate’s direct customers are mainly
public-sector bodies, system integrators,
original equipment manufac turers and their
direct suppliers.
TenCate presents itself as a developer and
producer of materials, modules and systems
with distinctive characteristics.
The company operates a value-chain model
aimed at occupying distinctive positions
by means of technological innovation, cost
leadership, product differentiation and
end-user marketing.
TenCate develops solutions for end-users
by operating in network structures, such
as open innovation centres, partnerships
and co-creation, and by making acquisitions
in complementary fields (product-market-
technology combinations). The solution-
focused system approach plays a key role.
The policy of value-chain control has
enabled TenCate to secure leading
positions in worldwide niche markets.
TenCate employs around 4,350 people
worldwide and strives to operate in an
ethically and socially responsible way.
TenCate encourages its employees to be
enterprising, flexible and creative, thereby
demonstrating its aim of achieving progress
and sustainability for all stakeholders.
ADVANCED TEXTILES & COMPOSITES SECTOR
Ten Cate Advanced Textiles bv Nijverdal, NetherlandsGroup activities of the TenCate Advanced Textiles group in the Netherlands
Ten Cate Protect bv Nijverdal, Netherlands
Ten Cate Protective Fabrics USA inc Union City (Georgia), USA
Ten Cate Protective Fabrics Canada inc Montreal (Quebec), CanadaFabrics for professional wear and safety clothing as well as outdoor
applications
Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand
(50.65%) Fabrics for protective clothing
Ten Cate Advanced Composites bv Nijverdal, NetherlandsAdvanced composites for the aircraft industry and antiballistic applications
Ten Cate Advanced Composites USA inc Morgan Hill (California), USA
Phoenixx TPC inc Taunton (Massachusetts), USA
YLA inc Benicia (California), USA
CCS Composites inc Benicia (California), USAAdvanced composites for aerospace and industrial applications
TenCate Advanced Armour UK (AML) Swindon, UKDesign and production of vehicle armour materials
Ten Cate Advanced Armour sas Primarette, France
Ten Cate Advanced Armour Danmark a/s Vissenbjerg, DenmarkAdvanced ceramics and composites for antiballistic applications
Ten Cate Advanced Armor USA inc Newark (Ohio), USAAdvanced composites for vehicle armour
Ten Cate Active Protection ApS (ABDS) (51%) Vissenbjerg, DenmarkActive protection systems for army vehicles
AML India Private ltd (90%) Noida, IndiaDesign and production of vehicle armour materials
GEOSYNTHETICS & GRASS SECTOR
Ten Cate Geosynthetics North America inc Atlanta (Georgia), USA
Ten Cate Geosynthetics Austria GmbH Linz, Austria
Ten Cate Geosynthetics France sas Bezons, France
Ten Cate Geosynthetics Netherlands bv Nijverdal, Netherlands
Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia
TenCate Industrial Zhuhai co ltd Zhuhai, ChinaGeosynthetics and industrial fabrics
Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur, Malaysia
Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand
Ten Cate Geosynthetics pte ltd Singapore
Ten Cate Geosynthetics Italia srl Lazzata, Italy
Ten Cate Geosynthetics (UK) ltd Telford, UK
Ten Cate Geosynthetics sl Madrid, Spain
Ten Cate Geosynthetics Schweiz AG Zurich, Switzerland
Ten Cate Deutschland GmbH Dietzenbach, Germany
Ten Cate Geosynthetics Polska Spzoo Kraków, Poland
Ten Cate Geosynthetics CZ sro Prague, Czech Republic
Ten Cate Geosynthetics Rumania Bucharest, RomaniaSales offi ces
Ten Cate Thiolon bv Nijverdal, Netherlands
Ten Cate Thiolon USA inc Dayton (Tennessee), USA
Ten Cate Thiolon Middle East (49%) 1) Dubai, UAESynthetic turf components and systems
Ten Cate Thiobac bv Nijverdal, NetherlandsBacking for synthetic turf systems
GreenFields Holding BV (90%) Genemuiden, Netherlands
GreenFields BV (100%)
(subsidiary of GreenFields Holding BV) Genemuiden, Netherlands
Xtra Grass BV 2) Kampen, Netherlands
ProCourt Int BV 2) Zederik, Netherlands
GreenFields Eastern Europe BV (60%) 2) Genemuiden, Netherlands
GreenFields Noo (Bresco) AS (60%) 2) Molde, Norway
GreenFields Swiss AG (60%) 2) Schaffhausen, Switzerland
GreenFields Sports Turf Systems (ME) Ltd (80%) 2) Nicosia, Cyprus
GreenFields West Africa SARL (65%) 2) Cotonou, Benin
GreenFields UK Sports Surfaces Ltd 2) Bolton, UK
GreenFields India FZC (51%) 2) Sharjah, United Arab Emirates
GreenFields Pacifi c Pty Ltd 2) Brisbane, Australia
Southern Greens BV (82%) 2) Kampen, Netherlands
GreenFields Sports & Leisure Pty (55%) 3) Pietermaritzburg,
South AfricaMarketing and installation of synthetic turf systems
TigerTurf NZ, ltd (80%) Auckland, New Zealand
TigerTurf Australia pty ltd (80%) Campbellfi eld, Australia
TigerTurf (UK) ltd (80%) Hartlebury, UK
Tiger Sports Americas inc (80%) Austin (Texas), USA
(all as at 28 April 2010; as at 31 March 2009: 49%)Marketing and production organisations for synthetic turf systems
Edel Grass bv (50%) Genemuiden, NetherlandsMarketing and installation of synthetic turf systems
OTHER ACTIVITIES SECTOR
Xennia Technology ltd (78.95%) Letchworth, UK Specialist inkjet technology for industrial applications
Ten Cate Systems bv Nijverdal, NetherlandsDevelopment activities
Ten Cate Enbi International bv Brunssum, Netherlands TenCate Enbi group holding company
Ten Cate Enbi GmbH Opladen, Germany
Ten Cate Enbi kft Rétság, Hungary
Ten Cate Enbi inc Shelbyville (Indiana), USA
Ten Cate Enbi inc Rochester (New York), USA
Ten Cate Enbi pte ltd Singapore
Ten Cate Enbi Zhuhai co ltd Zhuhai, ChinaTechnical rollers and components for printers, copiers, fax machines,
postal sorting machines, ATMs, insulation and heating systems
Ten Cate Assurantiën bv Almelo, NetherlandsInsurance
Ten Cate Nederland bv Almelo, Netherlands
Royal Ten Cate USA inc Atlanta (Georgia), USA
Ten Cate USA inc Washington D.C., USA
Ten Cate UK ltd London, UK
Ten Cate France sas Paris, France
Ten Cate Deutschland GmbH Opladen, Germany
Ten Cate Danmark a/s Copenhagen, Denmark
Royal Ten Cate Pacifi c ltd Hong Kong, China
Royal Ten Cate China Holding ltd Hong Kong, ChinaCountry holding companies
Ten Cate Finance AG Schaffhausen, SwitzerlandFinancing company
NON-CONSOLIDATED COMPANIES
Landscape Solutions bv (25%) Goirle, NetherlandsMarketing and production organisation for synthetic turf for landscaping use
Hellas Construction Inc (30%) Austin (Texas), USAProduction and construction of sports pitches
GreenFields (All Sports) UK Ltd (49%) Stepps, UKMarketing and installation of synthetic turf systems
The operating companies listed here are consolidated in the financial statements, with the exception
of the companies shown as non-consolidated. Some interests of minor relevance to the overall
picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2 of the
Netherlands Civil Code.
The companies are wholly owned unless stated otherwise.
Royal Ten Cate Annual Report 2011Royal Ten Cate Annual Report 2011
COMMERCIAL OVERVIEWAs at 1 January 2012
PROFILE SUBSIDIARIES, ASSOCIATED COMPANIES AND OTHER INTERESTS as at 31 December 2011
GEOSYNTHETICS & GRASS SECTOR
PROTECTIVE FABRICS
Protective and safety fabrics and
multi-risk solutions for industry,
services, firefighting and defence
◾ TenCate Protective Fabrics
Americas
◾ TenCate Protective Fabrics EMEA
◾ TenCate Protective Fabrics Asia
OUTDOOR FABRICS
Protective fabrics for outdoor
applications
◾ TenCate Outdoor Fabrics
Europe
SPACE & AEROSPACE COMPOSITES
Advanced composites, compounds and
systems for the aerospace industry
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
INDUSTRIAL COMPOSITES
Advanced composites, compounds
and systems for industrial
applications, including automotive,
industrial components and energy
extraction
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
ADVANCED ARMOUR
Advanced composites, ceramics and integrated
systems for the active and passive protection of
police, army, air force, navy and civilian service
personnel, vehicles and vessels
◾ TenCate Advanced Armour Americas
◾ TenCate Advanced Armour EMEA
◾ TenCate Advanced Armour Asia
INKJET TECHNOLOGY
Specialist inkjet technology for
industrial production processes
◾ Xennia Technology
TECHNICAL COMPONENTS
Technical rollers and components,
particularly for printers, copiers, fax
machines, postal sorting machines
and ATMs
◾ TenCate Enbi North America
◾ TenCate Enbi EMEA
◾ TenCate Enbi Asia
GEOSYNTHETICS
Synthetic fabrics, non-wovens and
grids for solutions and applications
in infrastructure, civil engineering,
water management, the environ-
mental sector, agriculture and
horticulture
◾ TenCate Geosynthetics
Americas
◾ TenCate Geosynthetics EMEA
◾ TenCate Geosynthetics Asia
GRASS
Synthetic turf components and inte-
grated synthetic turf systems for
top-flight sports, recreation and
landscape projects
Upstream
◾ TenCate Grass Americas
◾ TenCate Grass EMEA
◾ TenCate Grass Asia
Downstream
◾ Edel Grass (50%)
◾ GreenFields (90%)
◾ TigerTurf (80%)
◾ Hellas Construction (30%)
The TenCate sectors are subdivided into market groups. Each market group is a cluster of subsidiaries which co-operate intensively in research & development,
production, end-user marketing and sales.
An overview of the legal entities which make up the company can be found on the inside back cover.
ADVANCED TEXTILES & COMPOSITES SECTOR
OTHER ACTIVITIES SECTOR
1 Due to legislation in Dubai, 51% is held by a local partner. Royal Ten Cate has 100% economic ownership.
2) Subsidiary of GreenFields BV
3) Subsidiary of Southern Greens BV
HOLDING & SERVICES
Holding company activities
◾ Koninklijke Ten Cate nv
Royal Ten Cate (TenCate) is a multinational
company which combines textile technology
with chemical processes in the development
and production of functional materials.
On this technological basis, TenCate
develops a range of applications (product-
market-technology combinations) aimed
at growth markets.
TenCate materials are mainly used for:
◾ personal safety and protection of the
living and working environment;
◾ modernisation of equipment used by
armed forces, fire brigades and police;
◾ aerospace (lower fuel costs due to
lighter materials);
◾ water management, infrastructure
and environmental care;
◾ industrial applications.
TenCate selects market areas mainly on
the basis of global trends, specifically in
the safety/protection and sustainability/
environmental fields. With regard to
the characteristics of the materials
(specifications), the markets are usually
regulated by governments or agencies on
the basis of legislation and regulations.
TenCate’s direct customers are mainly
public-sector bodies, system integrators,
original equipment manufac turers and their
direct suppliers.
TenCate presents itself as a developer and
producer of materials, modules and systems
with distinctive characteristics.
The company operates a value-chain model
aimed at occupying distinctive positions
by means of technological innovation, cost
leadership, product differentiation and
end-user marketing.
TenCate develops solutions for end-users
by operating in network structures, such
as open innovation centres, partnerships
and co-creation, and by making acquisitions
in complementary fields (product-market-
technology combinations). The solution-
focused system approach plays a key role.
The policy of value-chain control has
enabled TenCate to secure leading
positions in worldwide niche markets.
TenCate employs around 4,350 people
worldwide and strives to operate in an
ethically and socially responsible way.
TenCate encourages its employees to be
enterprising, flexible and creative, thereby
demonstrating its aim of achieving progress
and sustainability for all stakeholders.
ADVANCED TEXTILES & COMPOSITES SECTOR
Ten Cate Advanced Textiles bv Nijverdal, NetherlandsGroup activities of the TenCate Advanced Textiles group in the Netherlands
Ten Cate Protect bv Nijverdal, Netherlands
Ten Cate Protective Fabrics USA inc Union City (Georgia), USA
Ten Cate Protective Fabrics Canada inc Montreal (Quebec), CanadaFabrics for professional wear and safety clothing as well as outdoor
applications
Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand
(50.65%) Fabrics for protective clothing
Ten Cate Advanced Composites bv Nijverdal, NetherlandsAdvanced composites for the aircraft industry and antiballistic applications
Ten Cate Advanced Composites USA inc Morgan Hill (California), USA
Phoenixx TPC inc Taunton (Massachusetts), USA
YLA inc Benicia (California), USA
CCS Composites inc Benicia (California), USAAdvanced composites for aerospace and industrial applications
TenCate Advanced Armour UK (AML) Swindon, UKDesign and production of vehicle armour materials
Ten Cate Advanced Armour sas Primarette, France
Ten Cate Advanced Armour Danmark a/s Vissenbjerg, DenmarkAdvanced ceramics and composites for antiballistic applications
Ten Cate Advanced Armor USA inc Newark (Ohio), USAAdvanced composites for vehicle armour
Ten Cate Active Protection ApS (ABDS) (51%) Vissenbjerg, DenmarkActive protection systems for army vehicles
AML India Private ltd (90%) Noida, IndiaDesign and production of vehicle armour materials
GEOSYNTHETICS & GRASS SECTOR
Ten Cate Geosynthetics North America inc Atlanta (Georgia), USA
Ten Cate Geosynthetics Austria GmbH Linz, Austria
Ten Cate Geosynthetics France sas Bezons, France
Ten Cate Geosynthetics Netherlands bv Nijverdal, Netherlands
Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia
TenCate Industrial Zhuhai co ltd Zhuhai, ChinaGeosynthetics and industrial fabrics
Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur, Malaysia
Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand
Ten Cate Geosynthetics pte ltd Singapore
Ten Cate Geosynthetics Italia srl Lazzata, Italy
Ten Cate Geosynthetics (UK) ltd Telford, UK
Ten Cate Geosynthetics sl Madrid, Spain
Ten Cate Geosynthetics Schweiz AG Zurich, Switzerland
Ten Cate Deutschland GmbH Dietzenbach, Germany
Ten Cate Geosynthetics Polska Spzoo Kraków, Poland
Ten Cate Geosynthetics CZ sro Prague, Czech Republic
Ten Cate Geosynthetics Rumania Bucharest, RomaniaSales offi ces
Ten Cate Thiolon bv Nijverdal, Netherlands
Ten Cate Thiolon USA inc Dayton (Tennessee), USA
Ten Cate Thiolon Middle East (49%) 1) Dubai, UAESynthetic turf components and systems
Ten Cate Thiobac bv Nijverdal, NetherlandsBacking for synthetic turf systems
GreenFields Holding BV (90%) Genemuiden, Netherlands
GreenFields BV (100%)
(subsidiary of GreenFields Holding BV) Genemuiden, Netherlands
Xtra Grass BV 2) Kampen, Netherlands
ProCourt Int BV 2) Zederik, Netherlands
GreenFields Eastern Europe BV (60%) 2) Genemuiden, Netherlands
GreenFields Noo (Bresco) AS (60%) 2) Molde, Norway
GreenFields Swiss AG (60%) 2) Schaffhausen, Switzerland
GreenFields Sports Turf Systems (ME) Ltd (80%) 2) Nicosia, Cyprus
GreenFields West Africa SARL (65%) 2) Cotonou, Benin
GreenFields UK Sports Surfaces Ltd 2) Bolton, UK
GreenFields India FZC (51%) 2) Sharjah, United Arab Emirates
GreenFields Pacifi c Pty Ltd 2) Brisbane, Australia
Southern Greens BV (82%) 2) Kampen, Netherlands
GreenFields Sports & Leisure Pty (55%) 3) Pietermaritzburg,
South AfricaMarketing and installation of synthetic turf systems
TigerTurf NZ, ltd (80%) Auckland, New Zealand
TigerTurf Australia pty ltd (80%) Campbellfi eld, Australia
TigerTurf (UK) ltd (80%) Hartlebury, UK
Tiger Sports Americas inc (80%) Austin (Texas), USA
(all as at 28 April 2010; as at 31 March 2009: 49%)Marketing and production organisations for synthetic turf systems
Edel Grass bv (50%) Genemuiden, NetherlandsMarketing and installation of synthetic turf systems
OTHER ACTIVITIES SECTOR
Xennia Technology ltd (78.95%) Letchworth, UK Specialist inkjet technology for industrial applications
Ten Cate Systems bv Nijverdal, NetherlandsDevelopment activities
Ten Cate Enbi International bv Brunssum, Netherlands TenCate Enbi group holding company
Ten Cate Enbi GmbH Opladen, Germany
Ten Cate Enbi kft Rétság, Hungary
Ten Cate Enbi inc Shelbyville (Indiana), USA
Ten Cate Enbi inc Rochester (New York), USA
Ten Cate Enbi pte ltd Singapore
Ten Cate Enbi Zhuhai co ltd Zhuhai, ChinaTechnical rollers and components for printers, copiers, fax machines,
postal sorting machines, ATMs, insulation and heating systems
Ten Cate Assurantiën bv Almelo, NetherlandsInsurance
Ten Cate Nederland bv Almelo, Netherlands
Royal Ten Cate USA inc Atlanta (Georgia), USA
Ten Cate USA inc Washington D.C., USA
Ten Cate UK ltd London, UK
Ten Cate France sas Paris, France
Ten Cate Deutschland GmbH Opladen, Germany
Ten Cate Danmark a/s Copenhagen, Denmark
Royal Ten Cate Pacifi c ltd Hong Kong, China
Royal Ten Cate China Holding ltd Hong Kong, ChinaCountry holding companies
Ten Cate Finance AG Schaffhausen, SwitzerlandFinancing company
NON-CONSOLIDATED COMPANIES
Landscape Solutions bv (25%) Goirle, NetherlandsMarketing and production organisation for synthetic turf for landscaping use
Hellas Construction Inc (30%) Austin (Texas), USAProduction and construction of sports pitches
GreenFields (All Sports) UK Ltd (49%) Stepps, UKMarketing and installation of synthetic turf systems
The operating companies listed here are consolidated in the financial statements, with the exception
of the companies shown as non-consolidated. Some interests of minor relevance to the overall
picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2 of the
Netherlands Civil Code.
The companies are wholly owned unless stated otherwise.
Royal Ten Cate Annual Report 2011Royal Ten Cate Annual Report 2011
COMMERCIAL OVERVIEWAs at 1 January 2012
PROFILE SUBSIDIARIES, ASSOCIATED COMPANIES AND OTHER INTERESTS as at 31 December 2011
GEOSYNTHETICS & GRASS SECTOR
PROTECTIVE FABRICS
Protective and safety fabrics and
multi-risk solutions for industry,
services, firefighting and defence
◾ TenCate Protective Fabrics
Americas
◾ TenCate Protective Fabrics EMEA
◾ TenCate Protective Fabrics Asia
OUTDOOR FABRICS
Protective fabrics for outdoor
applications
◾ TenCate Outdoor Fabrics
Europe
SPACE & AEROSPACE COMPOSITES
Advanced composites, compounds and
systems for the aerospace industry
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
INDUSTRIAL COMPOSITES
Advanced composites, compounds
and systems for industrial
applications, including automotive,
industrial components and energy
extraction
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
ADVANCED ARMOUR
Advanced composites, ceramics and integrated
systems for the active and passive protection of
police, army, air force, navy and civilian service
personnel, vehicles and vessels
◾ TenCate Advanced Armour Americas
◾ TenCate Advanced Armour EMEA
◾ TenCate Advanced Armour Asia
INKJET TECHNOLOGY
Specialist inkjet technology for
industrial production processes
◾ Xennia Technology
TECHNICAL COMPONENTS
Technical rollers and components,
particularly for printers, copiers, fax
machines, postal sorting machines
and ATMs
◾ TenCate Enbi North America
◾ TenCate Enbi EMEA
◾ TenCate Enbi Asia
GEOSYNTHETICS
Synthetic fabrics, non-wovens and
grids for solutions and applications
in infrastructure, civil engineering,
water management, the environ-
mental sector, agriculture and
horticulture
◾ TenCate Geosynthetics
Americas
◾ TenCate Geosynthetics EMEA
◾ TenCate Geosynthetics Asia
GRASS
Synthetic turf components and inte-
grated synthetic turf systems for
top-flight sports, recreation and
landscape projects
Upstream
◾ TenCate Grass Americas
◾ TenCate Grass EMEA
◾ TenCate Grass Asia
Downstream
◾ Edel Grass (50%)
◾ GreenFields (90%)
◾ TigerTurf (80%)
◾ Hellas Construction (30%)
The TenCate sectors are subdivided into market groups. Each market group is a cluster of subsidiaries which co-operate intensively in research & development,
production, end-user marketing and sales.
An overview of the legal entities which make up the company can be found on the inside back cover.
ADVANCED TEXTILES & COMPOSITES SECTOR
OTHER ACTIVITIES SECTOR
1 Due to legislation in Dubai, 51% is held by a local partner. Royal Ten Cate has 100% economic ownership.
2) Subsidiary of GreenFields BV
3) Subsidiary of Southern Greens BV
HOLDING & SERVICES
Holding company activities
◾ Koninklijke Ten Cate nv
Annual report 2011 Royal Ten Cate
Commercial overview Inside cover
Profile Inside cover
Financial highlights 2
TenCate in 2011 4
TenCate technology overview 6
Key developments in 2011 9
Evaluation of 2011 action plans 10
Vision, mission, strategy and objectives 12
Foreword by the Chairman of the Executive Board 14
The TenCate share 16
Share listing 16
Investor relations policy and communication 16
Dividend policy and proposed dividend 16
Disclosure of Major Holdings in Listed Companies Act 17
Option plan 17
Spread of shareholdings 17
Theme: Connected by the value proposition 18
Report of the Supervisory Board 20
The Boards 22
Report of the Executive Board 25
Financial performance 28
Activities by sector 33
Post balance sheet events 58
Outlook 59
Actions for 2012 60
Corporate information 61
Corporate governance 61
SWOT analysis 61
Risk management 62
Human resources management 66
Corporate information technology 69
Corporate intellectual property 69
Corporate social responsibility 70
Statement by the Executive Board 75
Financial statements 2011 76
Other information 133
Ten-year summary 135
Operating companies, associated companies
and other interests Inside cover
Colophon Outside cover
Royal Ten Cate2
1,200
960
720
480
240
02007 2008 2009 2010 2011
3.0
2.4
1.8
1.2
0.6
02007 2008 2009 2010 2011
600
480
360
240
120
02007 2008 2009 2010 2011
125
100
75
50
25
02007 2008 2009 2010 2011
1.0
0.8
0.6
0.4
0.2
02007 2008 2009 2010 2011
600
480
360
240
120
02007 2008 2009 2010 2011
75
60
45
30
15
02007 2008 2009 2010 2011
100
80
60
40
20
02007 2008 2009 2010 2011
Financial highlights
Advanced Textiles & Composites
€ 538.4 mln (+ 20%)
REVENUES BY SECTOR
PER-SHARE DATAFINANCIAL HIGHLIGHTS
Revenues
€ 1,138.8 mln(+ 16%)
EBITA
€ 102.5 mln(+ 21%)
Net result
€ 58.7 mln(+ 28%)
75
60
45
30
15
02007 2008 2009 2010 2011
45
36
27
18
9
02007 2008 2009 2010 2011
15
10
5
0
–5
–102007 2008 2009 2010 2011
Advanced Textiles & Composites
€ 70.3 mln(+ 61%)
EBITA BY SECTOR
Geosynthetics & Grass
€ 26.3 mln(– 16%)
Other activities
€ 5.9 mln(– 40%)
Other activities
€ 74.5 mln (+ 12%)
Geosynthetics & Grass
€ 525.9 mln (+ 12%)
Net result*
€ 2.31
* Excluding income from sale of activities and exceptional items
€ 0.95
Annual Report 2011 3
PROFIT AND LOSS ACCOUNT 2011 2010
Revenues 1,138.8 984.5
Operating result before depreciation and amortisation (EBITDA) 137.5 119.5
Operating result before amortisation (EBITA) 102.5 85.0
Operating result before amortisation as % of revenues (EBITA margin) 9.0% 8.6%
Operating result (EBIT) 89.6 74.6
Net result 58.7 46.0
CONSOLIDATED BALANCE SHEET AND RETURN
Net capital employed (year-end) 808.8 715.4
Return (EBITA) on average net capital employed 13.1% 12.1%
Net interest bearing debt (year-end) 288.7 240.7
CONSOLIDATED CASH FLOW
Cash flow from operating activities 49.3 29.1
Investments less divestments of fixed assets – 22.3 – 20.4
Free cash flow 27.0 8.7
Balance of acquisitions/disposals of operating companies and participating interests – 34.8 – 24.7
OUTSTANDING SHARES (X 1,000)
Number of outstanding shares at year-end 25,929 25,502
Weighted average number of shares (before dilution) 25,452 25,026
Weighted average number of shares (after dilution) 25,736 25,216
PER-SHARE DATA
Net result 2.31 1.84
Diluted net result 2.28 1.82
Dividend per share 0.95 0.75
Equity* 17.96 17.19
EMPLOYEES
Number of staff years at year-end 4,353 4,271
– of which in the Netherlands 819 785
* Adjusted for comparison purposes in connection with change of accounting policy for pensions.
Royal Ten Cate4
0
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NETH
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IUM
GER
MA
NY
UK
FRA
NC
E
AU
STR
IA
ITALY
SP
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OTH
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OTH
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RO
PE
MID
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AN
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ICA
AS
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RLD
Geographic breakdown of sales in in 2011
in per cent
◾ By destination◾ By origin
TenCate in 2011
In 2011, TenCate maintained the growth trend that began
in 2010, with revenues and profitability rising strongly
again to record levels. TenCate succeeded once again
in strengthening its market positions by means of the
buy & build strategy.
The growth in 2011 resulted mainly from the focus on materials that
enable the Company to anticipate market trends on the basis of the
right value proposition. The global market trends of safety and
sustainability once again generated a positive market climate overall
in 2011.
TenCate is able to project a highly distinctive international profile,
partly due to the Company’s ground-breaking approach based on
technological innovation and product differentiation. That makes
TenCate an attractive partner for innovation and product and market
development. As a connecting factor within TenCate, the technology
position constantly gives rise to new possibilities in the market.
This annual report seeks particularly to highlight the activities that
have been and are being developed in order to gear the technological
lead and product differentiation to the marketplace as far as possible
by adopting an outside-in approach.
AmericasNORTH AMERICAUnited StatesCanada
SOUTH AMERICABrazil
EMEAEUROPEBelgiumDenmarkGermanyUnited KingdomFranceHungaryIrelandItalyNetherlandsAustria
PolandRomaniaSpainCzech RepublicSwitzerland
AFRICABeninSouth Africa
MIDDLE EASTDubai
AsiaPacifi cASIAChinaIndiaMalaysiaSingaporeThailandSouth Korea
OCEANIAAustraliaNew Zealand
TenCate has its own production sites and sales offi ces in the following countries:
Production and sales Sales
◾ Advanced Textiles
& Composites
◾ Geosynthetics & Grass
◾ Other activities
◾ Advanced Textiles
& Composites
◾ Geosynthetics & Grass
◾ Other activities
7%
46%47%
7%
47%46%
Revenues 2011 (€ 1,138.8 million)
in per cent
Revenues 2010 (€ 984.5 million)
in per cent
Annual Report 2011 5
The Advanced Textiles & Composites sector is concentrated around
impregnation and coating technologies for the application or
incorporation of functional characteristics in and on textiles.
The products in this sector mainly comprise protective fabrics and
composite materials (made particularly of carbon fibres, glass fibres
and aramids). TenCate is the global market leader in protective fabrics
and one of the leading companies in the field of composite materials.
Uses:
◾ Defence
◾ Industry
◾ Firefighting, police
◾ Aerospace industry
◾ Automotive and energy sector
The Geosynthetics & Grass sector is concentrated around extrusion
and non-woven technologies. Geosynthetics products play an
important role in the separation of soil layers and in the stabilisation
of groundworks and dyke bodies. Geosynthetics are increasingly
being used for the filtration and dewatering of polluted sludge.
Synthetic turf is seeing growing use worldwide, driven principally
by climate conditions, water scarcity and lower maintenance costs.
Not least, an important factor is that synthetic turf sports pitches
remain playable 24 hours a day and in less favourable weather
conditions.
Geosynthetics and synthetic turf are global markets. TenCate occupies
the number-one position in these markets.
Uses:
◾ Infrastructure projects and water management
◾ Environmental market
◾ Agriculture sector
◾ Sports pitches market
◾ Landscaping, leisure market
Revenues
€ 538.4 mln
Revenues
+ 20%
Revenues
€ 525.9 mln
Revenues
+ 12%
EBITA
€ 70.3 mln
EBITA
+ 61%
EBITA
€ 26.3 mln
EBITA
– 16%
ADVANCED TEXTILES & COMPOSITES SECTOR GEOSYNTHETICS & GRASS SECTOR
◾ Protective fabrics◾ Armour composites◾ Space/aerospace composites
◾ Geosynthetics◾ Grass Upstream◾ Grass Downstream
Indicative revenue breakdown 2011 Indicative revenue breakdown 2011Indicative revenue breakdown 2010 Indicative revenue breakdown 2010
Royal Ten Cate6
TenCate technology overview
MATERIAL TECHNOLOGY
PRODUCTS (materials, modules, systems)
MARKETS
VALU
E CH
AIN
MA
NA
GEM
ENT
END-USER
END-USERMARKETING
marketmanagement
DIFFERENTIATION
portfoliomanagement
processmanagement
COST LEADER
INNOVATION
GLOBAL TRENDS
Safety and protection, sustainability and environment
protective fabrics outdoor fabrics space composites aerospace composites
Fiber technology Textile technology
Basic technologies
P Physics
C Chemistry / Chemical engineering
PC Nanotechnology / Polymer chemistry
BT Biomedical technology
ME Mechanical engineering
E Electronics
Annual Report 2011 7
businessdevelopment
VALUE CHAIN MANAGEMENTEXTERNAL INTERNAL
businessdevelopment
portfoliomanagement
processmanagement
marketmanagement
END-USER MARKETING
market
product
technology
process
DIFFERENTIATION
INNOVATION
COST LEADER
industrial composites advanced armour geosynthetics grass
Finish technology
TenCate business model © TenCate
© TenCate
M Mechatronics
IT ICT
B Biosciences
ADVANCED ARMOUR
Connected through the value proposition
Troops in theatre need the best and most advanced protection. Insurgency tactics have not only caused a great many casualties, but also had an impact on military operations and logistics. There is an evident need for enhanced protection, in combination with increased mobility of military vehicles.
The TenCate ABDS™ active blast countermeasure system is an innovative defence solution, against a number of improvised explosive devices. This active protection system effectively mitigates the devastating effects of IEDs, fulfi lling STANAG 4569 at classifi ed levels.
While defeating the acceleration of the vehicle and preserving the vehicle hull, the TenCate ABDS™ active blast countermeasure system delivers a structural and biomechanical response mode for a range of combat and tactical military vehicles.
active blast countermeasure system
Annual Report 2011 9
Key developments in 2011
◾ 16% Revenue growth
Revenues in 2011 amounted to € 1,138.8 million (2010:
€ 984.5 million). The organic rise in revenues amounted to 12%.
The Protective Fabrics market group made a major contribution
to the revenue growth. In particular, there was strong growth in
TenCate Defender™ M and TenCate Tecasafe™ products.
TenCate successfully created new standards in the world market
for protective fabrics with these brands.
◾ 28% Net profit growth
Net profit in 2011 amounted to € 58.7 million (2010: € 46.0 million).
The profit growth was achieved particularly as a result of higher
profits in the United States and the Netherlands.
◾ Strong growth in the Advanced Textiles & Composites sector
TenCate Protective Fabrics recorded strong growth in revenues
from the TenCate Defender™ M and TenCate Tecasafe™ products.
These two product groups contributed a substantial portion of
this se ctor’s total revenues in 2011. There was also considerable
growth in revenues from aerospace composites. The growth took
place both in Europe and America. The production of composite
materials for the Airbus A380 contributed a substantial share.
◾ Mixed picture for Geosynthetics & Grass sector
The Geosynthetics & Grass sector showed a mixed picture.
TenCate Geosynthetics put in an excellent performance worldwide.
In the Grass group revenues declined compared to 2010 due to the
ending of the supply contract with a major customer following
a strategic reorientation. TenCate was unable to compensate
fully for this loss of revenues during the year. It put pressure on
profits because it was not possible to take full advantage of the
economies of scale within TenCate Grass. Alliances were entered
into with new market participants during the year.
◾ Positive developments in new markets / strengthening
of local presence
Revenues in Asia and South America continue to grow strongly,
particularly in protective fabrics and geosynthetics. The acquisition
of Emas Kiara in Malaysia (geosynthetics) was completed. In India,
the market activities of TenCate Protective Fabrics and TenCate
Advanced Armour were merged to form TenCate Protection
Systems in order to increase their efficiency as a combined
operation. In China, the local management was strengthened
to facilitate a differentiated approach to the Chinese market.
A co-operation agreement was signed with Chinamex to supply
the market for protective fabrics (military uniforms, police,
firefighting).
◾ Start-up of new activities in aerospace armour
TenCate is initiating activities in vehicle and helicopter armour,
for which the production site opened in France in the second
half of 2011. The first major long-term contract was for armour
for Eurocopter (EADS) helicopters.
◾ Start of the market launch phase for the TenCate ABDS™ active
blast countermeasure system
Following the completion of the test phase, TenCate is initiating
the market phase for the TenCate ABDS™ active blast
countermeasure system jointly with military vehicle manufacturers.
A 51% majority holding in ABDS ApS was acquired at the end of
2011 in order to accelerate this process. The acquisition of all the
shares in ABDS ApS was completed at the beginning of 2012.
Royal Ten Cate10
Evaluation of 2011 action plans
◾ Strengthening of the Company profile
TenCate has strengthened its profile, including through advertising
and specialist publications in the US media, partly because a large
proportion of revenues are generated in America. The main thrust
involved raising awareness of the protection characteristics of
TenCate products, TenCate’s relationship with fellow companies in
the US textile industry involved as part of the value chain in the
production process for TenCate Defender™ M. At the beginning
of 2011, the waiver under the US Berry Amendment (import
exemption for non-US goods) was extended until 2015. The U.S.
Congress granted a permanent waiver at the end of 2011.
◾ Reinforcement of sustainability concept and introduction of
measurable performance indicators
In line with previous initiatives, good progress was made in 2011 in
reinforcing the sustainability policy by means of corporate social
responsibility. TenCate is focusing increasingly on making the CSR
policy more measurable and visible. At the same time, customers
are increasingly demanding more sustainable products.
The following are examples of individual projects that have been
started or completed:
◾ The new process ecotool is being used in market groups in
the Netherlands;
◾ The new product ecotool has determined the detailed CO2 footprint
of TenCate Geotube®;
◾ Various sustainability and quality certification processes were
completed or extended in the Netherlands and abroad;
◾ A substantial number of innovation projects have sustainability
as a main or sub-theme;
◾ TenCate’s sponsorship projects in the Netherlands and abroad
are demonstrating the company’s social involvement.
◾ Longer-term profit growth
Various business development projects have been assigned
strategic priority. This has resulted in a particular focus. TenCate
has a number of attractive possibilities, which can contribute
a major share of future growth or give rise to the technological
renewal that will strengthen TenCate’s market position.
The following are examples:
◾ Digital finishing by means of inkjet technology;
◾ Woven synthetic turf systems / integrated synthetic turf systems;
◾ TenCate ABDS™ active blast countermeasure system;
◾ Expansion of the TenCate Cetex® product portfolio (thermoplastic
composites).
◾ Implementation of emerging markets strategy
TenCate is strengthening its market position and presence
in emerging markets. This is a gradual process, preceded by
a thorough analysis of the market structure and the potential
partners operating in it. In view of the risks and turnaround times,
a greenfield operation is usually a good option. The acquisition
of Emas Kiara (geosynthetics, Malaysia) was completed at the
beginning of 2011, considerably increasing TenCate’s market share
in the region. The protective fabrics activities for the Asian market
were strengthened from the Bangkok site (TenCate – Union
Protective Fabrics, Thailand). A co-operation agreement was
signed with Chinamex (China) for the Chinese market.
The management of TenCate Pacific in Hong Kong was
strengthened at the end of 2011.
Annual Report 2011 11
◾ New uses for TenCate materials
The automotive industry is one of the most important new areas
for the use of TenCate materials. The industry is increasingly
realising that in the near future markets will need light, high-
performance materials which can be incorporated in large volumes
in industrial manufacturing processes. TenCate is one of the few
companies in the composites sector to have many years of
experience in the aircraft industry in both the production and
processing of thermoplastic composites for secondary and primary
structural components as well as interior applications (TenCate
Cetex®). At the end of 2011, TenCate began to form the Industrial
Composites group, the third pillar in the composites group
alongside the existing space and aerospace composites and
armour materials groups.
◾ Profit improvement at Xennia Technology
The positive revenue growth at Xennia Technology has not yet led
to a rising profit trend, because development and patent costs are
still relatively high. Research & development activities for third
parties (contract research) have been considerably reduced as a
result of the policy focused on profit growth. Xennia Technology is
now serving a growing number of international markets jointly with
and through third parties.
◾ Continuation of the buy & build strategy
TenCate has announced an ambitious growth objective for the
years ahead, with a revenue target of approximately € 2 billion.
Value creation is being boosted by acquisitions, the strengthening
of existing activities and their profitability and market
development.
Product, market and technology developments were structured
more efficiently in 2011. There is good internal co-operation and
a stronger involvement and commitment on the part of the market
groups in selecting the strategic growth possibilities. Projects are
being initiated on the basis of a clear market vision and growth
objective.
◾ Leading role in the consolidation of the synthetic turf market
In TenCate’s synthetic turf activities, attention is increasingly
shifting from the product (the components of a synthetic turf
system) to the required results for the user (system solutions).
This approach is increasingly centred on quality, durability,
performance and safety for players. Strategic co-operation with
market participants (knowledge integration) is essential in this
regard. The creation of an international marketing and sales
network linked to the production of synthetic turf fibres and carpet
backing is expected to be completed in 2012.
Royal Ten Cate12
Vision, mission, strategy and objectives
VISION
TenCate develops and produces functional materials which are
distinctive in terms of their characteristics. TenCate focuses on
worldwide trends in the field of safety / protection and sustainability /
environment, as well as derivative themes, which promote the growth
of the company.
Markets demand specific critical functionalities to meet specific needs,
which are usually determined by standardisation or legislation and
regulations. Safety / protection and sustainability / environment are
trends that are tightly regulated worldwide.
TenCate operates in the field of material science. Technological
development is an important means of complying with standards
and meeting requirements or adjusting standards in such a way
that progress can be made in terms of functionalities.
TenCate products are used in systems. TenCate increasingly provides
the overall solution, either independently or in co-operation with
partners.
MISSION
Progress is one of the principal motives of TenCate. The company
aims to be a leader in providing sustainable solutions for complex
requirements relating to personal protection and protection of the
personal environment. TenCate has secured a leading position in
its markets worldwide, partly as a result of its broad technological
competence.
STRATEGY
TenCate’s strategy is based on the concept of global value chain
management. On this basis TenCate works with numerous links in
the chain in sustainable growth markets. The four cornerstones of
this policy are:
1. End-user marketing and an industrial intellectual property policy;
2. Product differentiation, targeted at specific applications and
customer requirements;
3. Technological innovation;
4. Cost leadership.
TenCate USA welcomes members
of US Congress and Dutch ambassador
Members of the United States Congress paid working visits to
TenCate Geosynthetics in Pendergrass (Georgia) and TenCate
Advanced Armour in Hebron (Ohio) in August 2011. In Pendergrass
they discussed the characteristics and applications of geosynthetics
in areas such as infrastructure projects. In Hebron they learned
about armour applications and projects in the field of vehicle
and personal protection. TenCate Protective Fabrics in Union City
(Georgia) also welcomed Renée Jones-Bos, the Netherlands’
ambassador to the United States, in November. This working visit
also served to strengthen the economic and cultural ties between
the Netherlands and Georgia.
Annual Report 2011 13
FINANCIAL STRATEGIC OBJECTIVES
◾ The net capital employed must generate a sufficient return.
The operating result before amortisation as a percentage of
average net capital employed must be at least 15%.
◾ The financial position must be sufficiently solid. The ratio of net
interest-bearing debt to the operating result before depreciation
and amortisation (EBITDA) must be structurally lower than 2.5.
◾ The target of 10% annual profit growth is based on EBITA
(operating result before amortisation). To this end, the buy & build
strategy will be pursued. Higher added value and efficiency are
also necessary, since the organic growth of the core activities is
expected to be below 10% on average.
◾ An appropriate profit margin must be achieved. The consolidated
EBITA margin must rise to at least 10%.
Achievement of targets:
Target Actual
Return on average net capital employed > 15% 13.1%
Debt ratio (debt / EBITDA) < 2.5 2.12
EBITA growth at least 10% > 10% 20.6%
EBITA margin > 10% 9.0%
OBJECTIVES
QUALITATIVE STRATEGIC OBJECTIVES
◾ Creation of shareholder value through profitable growth based on
our knowledge, skill and internal synergy. In this way we can fulfil
our social responsibilities, from economic, environmental and
social perspectives.
◾ Achievement of critical mass in product-market-technology
combinations by securing leading positions in worldwide market
niches.
◾ Achievement of a healthy financial position with sufficient
strength for acquisitions.
◾ Management of a balanced portfolio of activities, in which
product-market-technology combinations differ in terms of growth
opportunities and risk profile.
◾ Stimulation of an open, creative and enterprising culture for
change, renewal and progress.
◾ Management of a global commercial organisation which thinks
in terms of (system) solutions within the overall value chain.
Royal Ten Cate14
SUBSTANTIAL REVENUE AND PROFIT GROWTH
In 2011, TenCate successfully maintained the recovery which had
begun in 2010, with a further strong rise in revenues and profit.
Revenues and net profit amounted to € 1,138.8 million (+ 16%) and
€ 58.7 million (+ 28%) respectively. The growth was achieved despite
continued challenging economic conditions, mainly thanks to TenCate’s
leading product, market and technology positions in the niche markets
in which the company operates worldwide.
Although growth was achieved across a wide base, there was a
substantial contribution from the Protective Fabrics market group.
This was one of the fastest-growing product groups in 2011 as a result
of the successful product differentiation policy (including TenCate
Tecasafe™ Plus and TenCate Defender™ M). Further internationalisation
(Asia and South America) also contributed to the continuing growth.
INTERNATIONAL PROFILE
Looking back, it can be seen that TenCate has succeeded in constantly
strengthening its market position by means of the buy & build strategy.
This was the case again in 2011, mainly as a result of the market focus
on materials that enable the Company to anticipate market trends on
the basis of the right value proposition.
TenCate is able to project a highly distinctive international profile,
partly due to the company’s ground-breaking approach based on
technological innovation and product differentiation. That makes
TenCate an attractive partner for innovation and product and market
development. Examples of this are the technological developments
in Xennia Technology in the field of digital textile finishing and the
developments with regard to the TenCate ABDS™ active blast
countermeasure system. TenCate is also viewed as an attractive
partner in the field of thermoplastic composites (TenCate Cetex®).
TenCate also fulfilled a pioneering role in crucial knowledge areas in
the past, including in developments in the field of synthetic turf and
thermoplastic composites. This has resulted in pre-eminent market
leadership. As a connecting factor within TenCate, the technology
position constantly gives rise to new possibilities in the market.
The worldwide market trends of safety and sustainability once again
generated a positive market climate overall in 2011.
TenCate operates in the international market in general as
a transnational company*. Characteristic features of this role include
a strong internal network structure and mutual exchanges of
information, with the company positioning its products strongly in local
markets. Gearing product specifications to local requirements or
specific market groups is crucial and also leads to fragmentation
of markets or market niches. In this regard, TenCate exhibits strong
features of a global enterprise in the fields of finance, marketing/
branding and end-user marketing. TenCate also has purchasing and
production advantages based on worldwide access to commodities
markets and economies of scale. This international profile, which
combines the best of both worlds, is important in order to achieve
continuing growth, particularly at the present time.
VALUE PROPOSITION FOR THE MARKET
Value creation is a central theme of this annual report, because it plays
a major role in numerous market propositions. TenCate’s development
processes are characterised by a pragmatic approach, reliability and
thorough knowledge and experience. With its broad knowledge base
in the field of textile technology combined with chemicals (material
science), TenCate is a unique technology company. This annual report
seeks particularly to highlight the activities that have been and are
being developed in order to gear the technological lead and product
differentiation to the marketplace as far as possible by adopting an
outside-in approach.
‘Materials that make a difference’ is a promise to the market.
TenCate’s market increasingly puts the end-user at the centre.
Although the company operates in a business-to-business
environment, end-user marketing is a characteristic success factor.
The aim is to create value for the end-user. In markets dominated
by specifications, standards and product criteria, which are usually
determined by government bodies, this aspect is of great importance.
Particularly when government budgets are being cut, systems which
save costs in the short or long term offer positive results. Against this
backdrop increasing importance is being attributed to sustainability
and social and ethical criteria in end-markets. TenCate therefore also
incorporates these aspects into the overall proposition. Further
information on this can be found in this report.
Foreword by the Chairman of the Executive Board
* Research by the University of Amsterdam (under the supervision of A.H.L. Slangen),
December 2010.
Annual Report 2011 15
The management in Asia in particular has been strengthened in order
to respond more effectively to developments in the Chinese market.
Operational reinforcements have also been carried out in various
areas, particularly commerce, in order to accelerate international
growth.
I would like to express my thanks to all employees for their
commitment and the growth achieved during the past financial year.
L. de Vries, President and CEO
MARKET THEMES
TenCate’s main market themes are focused on the safety of people and
their surroundings and sustainability/environment. During the past year
a great deal of attention was devoted to the fact that a substantial
part of TenCate’s revenues are linked to government budgets. Although
such budgets have been under pressure for a long time, considerable
growth was nevertheless achieved in 2011. First, safety and protection
worldwide remain a strong focus of attention. Tighter budgets mean
that solutions will be analysed more critically in the future. The market
is becoming increasingly aware of innovative solutions which save
costs and/or are more sustainable than traditional methods. TenCate’s
focus on technology-driven solutions offers added value. In developing
economies in particular, there is a notable trend towards giving
preference to new technologies and/or materials. An acceleration is
taking place in the launch of new products and systems (fast pull).
TenCate is an innovative company. Around one-quarter of TenCate’s
revenues are generated from products introduced within the previous
three years. In the future too, TenCate has great potential in terms
of new or recently developed products and promising opportunities
which can ultimately offset the possible effects of tighter government
budgets. Innovation and the continuous process of renewal are
constantly throwing up new challenges in attractive markets.
That makes TenCate a unique company.
PEOPLE
‘People make a difference’ is the internal version of the TenCate creed
applied in the company’s human resources policy. The management
development and succession policy was closely scrutinised in 2011.
The associated policy implementation will be tightened up during the
coming year, with a greater degree of rotation among organisational
units in order to make optimum use of TenCate’s strength. Good
knowledge of the management of the whole company and of its
internal capabilities will make it possible to react rapidly to market
opportunities and mobilise internal knowledge.
Royal Ten Cate16
SHARE LISTING
The TenCate share is listed on NYSE Euronext Amsterdam and forms
part of the AMX index. The share is actively followed by the leading
banks and securities houses operating in Dutch / European small-
and midcap stocks.
TenCate stock options were reintroduced in 2011 after a number
of years’ absence.
As at 31 December 2011, 25,928,914 ordinary TenCate shares were in
issue, each of a par value of € 2.50. The closing price of the share was
€ 21.26.
The average daily trading volume on NYSE Euronext rose from 58,406
to 74,132 shares. The trading volume on the alternative trading
platforms also increased.
INVESTOR RELATIONS POLICY AND COMMUNICATION
Although TenCate’s performance led to a clear improvement compared
to 2010, the share price fell particularly in the second half of the year.
Apart from the general stock market climate, the TenCate share was
affected by the assumed effect of the expected cuts in US government
budgets in particular. TenCate gave a series of presentations in order
to communicate transparently on this subject and place it in a broader
perspective.
Various roadshows were held in the Netherlands and abroad during the
reporting year (including in the United States of America, the United
Kingdom, France and Germany), strengthening the dialogue with
shareholders, analysts and other parties interested in TenCate.
The annual meeting provided an excellent platform for a lively dialogue
with numerous interest organisations, including the Dutch Investors’
Association (VEB) and the Dutch Association of Investors for
Sustainable Development (VBDO).
The communication with the various stakeholders through TenCate’s
updated txtures magazine is greatly appreciated. The magazine covers
topical subjects, provides background information on TenCate’s
activities around the world and provides links to the various TenCate
websites. The increase in communication aimed at business markets
also attracted a growing number of visitors to the TenCate websites.
DIVIDEND POLICY AND PROPOSED DIVIDEND
TenCate aims to achieve further growth in its core markets and for
many years has been pursuing its buy & build strategy whereby growth
is achieved through complementary acquisitions.
A constant line of conduct is maintained with the distribution
percentage based on approximately 40% of net profit. TenCate applies
the principle of optional dividend.
In respect of the 2011 financial year it is proposed to set the dividend
at € 0.95 per € 2.50 par value share, payable at shareholders’ discretion
in shares as a charge to the share premium reserve or in cash.
The TenCate share
JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC
34
32
30
28
26
24
22
20
18
16
14
Source NYSE Euronext
ISIN code NL 0000375731
Reuters code NTCN.AS
Bloomberg code KTC.NA
◾ KTC
◾ AEX
◾ AMX
◾ AsCX
Annual Report 2011 17
OPTION PLAN, SHAREHOLDINGS OF PERSONNEL
AND EXECUTIVE BOARD
Details of the option plan and shareholdings of managers and members
of the Executive Board can be found on page 128 of this annual report.
The shares repurchased by the company relate to the hedging of
granted options.
Important dates in 2012
Publication of 2011 full-year figures 29 February
Annual General Meeting of Shareholders 19 April
Ex-dividend date 23 April
Record date: determination of dividend entitlements 25 April
Option period for cash or stock dividend 26 April to 14 May
Publication of trading update for first quarter of 2012 27 April
Payment of dividend / delivery of shares (stock) 16 May
Publication of half-year figures 2012 27 July
Publication of trading update for third-quarter of 2012 26 October
Number of shares in issue
Number of shares in issue on 31 December 2010 25,501,907
Increase in share capital as a result of stock dividend 427,007
Number of shares in issue on 31 December 2011 25,928,914
Changes in the number of shares in issue 2011 2010
Par value € 2.50 € 2.50
Lowest price € 18.75 € 17.30
Highest price € 32.02 € 28.83
Closing price € 21.26 € 28.00
Earnings per share € 2.31 € 1.84
Dividend per share € 0.95 € 0.75
DISCLOSURE OF MAJOR HOLDINGS
IN LISTED COMPANIES ACT
The register maintained by the Netherlands Authority for the Financial
Markets (AFM) in connection with the disclosure of major holdings
in listed companies contains details of the following investors with
interests of over 5% (source: AFM). It is almost unchanged in
comparison with the previous year.
Name Date of disclosure Percentage
Delta Lloyd N.V. 6 May 2011 5.67%
Kempen Oranje Participaties N.V. 1 January 2010 6.34%
Ameriprise Financial Inc 1 May 2010 7.69%
Schroders plc 27 October 2009 8.25%
Delta Lloyd Deelnemingen Fonds N.V. 22 June 2010 10.16%
Approximately two-thirds of the shares in issue are held by
institutional investors who hold substantial shareholdings for relatively
long periods (value/growth investors). In the geographical distribution
a shift can be seen to predominantly Dutch investors. This is not
a deliberate policy, but the result of an overall reduction in interest
among Anglo-Saxon investors in European stocks, partly as a result
of currency developments.
◾ Belgium
◾ France
◾ Germany / Switzerland
◾ Netherlands
◾ Scandinavia
◾ United Kingdom
◾ United States
4%2%
23%
9%
7%50%
5%
Geographic spread of shareholdings in 2011 in per cent
Royal Ten Cate18
Connected by the value proposition
VALUE CHAIN MANAGEMENT AND VALUE PROPOSITION
TenCate applies the value chain management business model. This
determines how TenCate – based on its position in the value chain –
creates value, establishes value in products and systems and adds
value to customer-focused system solutions. The end-user is central
in this process. When a product is developed into a system solution,
end-user marketing becomes increasingly important.
It is necessary to offer end-users recognisable added value in order to
occupy a sustained, strong competitive position in the production and
marketing chain. This value proposition is a set of ‘promises’ which the
company must fulfil in order to solve a problem faced by a customer or
group of customers. The added value of a product or system is usually
based on end-users’ existing or evolving requirements resulting from
legislation and/or regulations. The end-user translates the value
proposition into tangible advantages, such as price-performance
ratios, delivery reliability and the ability to meet individual
requirements.
TenCate’s main target groups are government bodies, other authorities
and representatives of customer groups which determine
specifications for protective materials. It is important to have an input
into the setting or amendment of standards and regulations. It is also
possible to anticipate requirements such as recycling, CO2 reduction
and cost limitation in processes within the rest of the production and
marketing chain.
MASS CUSTOMISATION
An important new market trend is mass customisation, i.e. providing
customised products and services to meet the wishes and
requirements of individual users. In the European market in particular
there are non-uniform regulations and standards. Products have to be
adapted to local requirements. There are also significant differences
between, for example, product requirements in the United States and
those of the rest of the world. As a global player, TenCate is ideally
placed to meet this need. There will even be a growing requirement
for individualised products. The developments in the field of inkjet
technology are a response to this trend, while economies of scale are
being maintained. This new technological development is an important
part of TenCate’s future value proposition.
SOLUTION PROVIDER
Major value drivers at present are price/cost reduction, environmental
factors, individualisation, reliability of the solution and the potential
for cost savings. Integrated solutions are increasingly being offered,
involving forms of co-operation or co-creation in the value chain.
The TenCate Defender™ M product concept is a clear example of
co-creation, attractive price-performance ratios and the provision
of a reliable solution.
MARKET TRENDS AND MARKET SELECTION
TenCate develops and produces functional materials which have to
meet specified rules, standards and customer specifications. TenCate
focuses particularly on markets governed by standards on safety and
protection of people and their environment. Sustainability and
environmental standards are becoming increasingly important and
numerous. TenCate is responding expressly to this trend by intensifying
its CSR policy.
The technology component is the connecting factor across the
company that underpins the selection of markets in which TenCate can
occupy distinctive positions.
PRODUCT CHAMPIONS
The structural focus on added value, both within the production and
marketing chain and in customer-focused solutions, will lead to a
gradual rise in margins. The aim of this is to create product champions.
These systems/solutions have the lowest costs in a particular market
segment and offer the highest-quality solution. If the market attributes
a great deal of value to a value proposition and the product also has a
relatively low-cost structure or generates cost advantages for users,
the precondition for a product champion is fulfilled.
> Whereas other suppliers have ideas
for product development, TenCate
Protective Fabrics can actually turn
them into reality. <
TenCate Protective Fabrics, Marketing department
Annual Report 2011 19
the production processes. By working with parties in the value chain,
TenCate can support and facilitate the required development and
sustainability as a material producer.
INNOVATION AND CO-CREATION
The continuing focus on innovation is part of the value proposition.
Here too, there is a joint approach with customer groups, knowledge
institutions or value chain partners. Co-creation is becoming
increasingly important in order to introduce joint value propositions.
TenCate takes part in various co-operation initiatives, such as TAPAS
and TPRC (composite solutions), OICAM (Open Innovation Centre for
Advanced Materials) and AMMON (Innovation Centre for Advanced
Materials Manufacturing in the East of the Netherlands).
FROM PRODUCT TO SOLUTION
The provision of solutions fits in with the concept of the value
proposition. Using targeted channels in business-to-business and
specialist media, TenCate communicates mainly on solutions created
with TenCate materials. There is increasing co-operation with other
technologies to create multifunctional systems. The solution-focused
approach also leads to a gradual change in the sales organisation, with
co-operation taking place with market participants and specialists
offering various full or partial solutions and operators offering specific
access to international markets.
It is in the synthetic turf market that the most extensive form of
co-operation takes place. This market is witnessing increasing
integration within the production and marketing chain to accelerate
developments and raise the quality of the overall end-product (the
synthetic turf system). Co-operation also takes place in the TenCate
Geosynthetics market group with engineering firms, installers and
specialist companies, particularly in the fields of monitoring and
detection, environment and water management.
A key development is the increasing demand for weight-saving and
environmental awareness in the automotive industry. TenCate
materials (composites) and the technology position contribute to the
required solution. The use of new materials will also lead to changes in
VALUE PROPOSITION
For TenCate, the added value with regard to the distinctive position
in the value chain lies mainly in:
◾ Worldwide access to raw materials, such as fibres;
◾ The extensive technological base;
◾ Breadth of the product portfolio and branding;
◾ The advantages of the various system solutions;
◾ Short supply lines to the market (rapid response time) through
an international network of production and sales locations;
◾ Economies of scale;
◾ Knowledge positions and intellectual property;
◾ Reliability as a partner (track record, financial soundness,
quality image, solution provider);
◾ Dedication to innovation and development (often jointly with
market participants).
TenCate Geosynthetics involved in
decontamination of Volgermeer Polder
The Volgermeer Polder, which was once a landfill site for polluted
domestic and industrial waste, has been cleaned up and turned
into a nature reserve. The waste has been safely covered with foil,
drainage fabric, soil and water. The drainage fabric absorbs the
gas that builds up in the landfill waste. With the aid of TenCate
Geotube®, clean sludge was converted into a natural cap (a layer
of clean soil) on top of the seal. TenCate GeoDetect®, a geotextile
system equipped with sensors, is used to monitor the seal on the
waste in one of the basins that were created on top of the natural
cap. This is the largest soil remediation operation in Dutch history.
Royal Ten Cate20
ANNUAL REPORT
We hereby present the 2011 annual report as prepared by the
Executive Board, incorporating the financial statements. The financial
statements have been audited by KPMG Accountants NV and were
discussed with the Executive Board on 28 February 2012, in the
presence of the auditor. The unqualified auditor’s report is included
in this report in ‘Other information’.
We are of the opinion that the annual report fulfils the transparency
requirements and forms a good basis on which the Supervisory Board
can account for its supervision.
We propose that you adopt the financial statements, approve the
dividend proposal and grant discharge to the Executive Board in
respect of its policy and to the Supervisory Board in respect of its
supervision.
COMPOSITION
No changes took place in the composition of the Supervisory Board
in 2011.
SUPERVISION
The Supervisory Board held plenary meetings with the Executive Board
on seven occasions in 2011, on the basis of a fixed schedule. It also
met independently on several occasions. The meetings discussed the
performance of both the Executive Board and the individual directors.
The Supervisory Board also assessed its own performance, as well
as that of the committees and the individual supervisory directors.
All members attended the meetings.
During the joint meetings, the Supervisory Board dealt with subjects
such as the strategy of the sectors within TenCate, the SWOT
analyses, risk management, the various acquisition proposals, the
valuation of TenCate’s balance sheet and the developments in the
recent acquisitions.
Particular attention was devoted to developments in the various parts
of the Grass group and the improved profitability of the TenCate
businesses in the Netherlands.
TenCate’s financial results were discussed each quarter. The first-half
figures for 2011 were discussed in the presence of the independent
auditor, KPMG. Particular attention was devoted each quarter
to TenCate’s debt, investments and working capital.
Other subjects included the budgets for 2012 and developments
in government and defence budgets in the United States.
The Board deliberated independently of the Executive Board on the
composition and performance of the Supervisory Board and the
performance of the Executive Board, as well as on the remuneration
of the Executive Board.
Board representatives also attended all consultative meetings of the
central works council. They participated in the discussions and took
note of the activities and events within the company.
CORPORATE GOVERNANCE
The Supervisory Board and the Executive Board endorse the main
principles of the Corporate Governance Code. The company applies this
code in full. The only variations from the code within Royal Ten Cate
concern primarily the size and nature of the company. These variations
and the associated interpretations better reflect TenCate’s operating
methods. The variations applied by TenCate can be viewed on the
company’s website (www.tencate.com).
INDEPENDENCE
All members of the Supervisory Board are independent within the
meaning of the best-practice provisions of the Corporate Governance
Code. No TenCate shares or options are held by the members of the
Supervisory Board.
COMPOSITION OF THE EXECUTIVE BOARD
At the shareholders’ meeting of 21 April 2011, Mr B. Cornelese was
appointed as CFO and as a member of the Executive Board, succeeding
Mr J. Lock. We are most grateful to Mr Lock for his wide-ranging
services and contribution to TenCate over the past years.
COMMITTEES
The Supervisory Board has two committees: the financial committee
chaired by Mr E. ten Cate and the combined Remuneration, Selection
and Appointments Committee chaired by Mr F. van Vught. Their task is
to analyse subjects within their specific focal areas and to prepare
decisions to be taken in the plenary meetings of the Supervisory Board.
There were no changes in the composition of the committees in 2011.
Report of the Supervisory Board
Annual Report 2011 21
◾ The remuneration must not include any incentives which give rise
to behaviour directed towards personal interests that conflicts
with the company’s interests;
◾ A scenario analysis is drawn up each year with regard to the
possible outcomes of the remuneration policy.
The posts of CEO and CFO of Royal Ten Cate were based on Hay levels
in 2011. In the case of the CEO, Hay level 30 is applied. The variable
remuneration component is a maximum of 50% of the fixed annual
salary. In 2011, Mr de Vries was awarded a 10% increment in his
periodic remuneration and a variable salary component in respect of
2010 amounting to 50% of his fixed annual salary. He was also granted
60,000 options at an exercise price of € 27.38 and 10,000 shares with
a value of € 26.00 per share.
For the CFO, the fixed annual salary is set at Hay level 26. The variable
salary component is a maximum of 40% of the fixed salary. In 2011,
Mr Lock was awarded a € 20,000 increment in his periodic
remuneration for the period from January to April 2011 inclusive and
a variable salary component of 39% as variable remuneration in
respect of 2010. He was also granted 40,000 options at an exercise
price of € 27.38.
The full report can be found on the website under Corporate
Governance/documents.
The remuneration of the Executive Board is stated in note 55.2 on
page 123 of this report.
The Supervisory Board wishes to express its sincere gratitude to the
management and employees of TenCate for their commitment and
performance during 2011.
Almelo, 28 February 2012
Supervisory Board
J.C.M. Hovers, Chairman
P.P.A.I. Deiters, Vice-Chairman
F.A. van Vught
E. ten Cate
R. van Gelder
FINANCIAL COMMITTEE
The Financial Committee met in plenary sessions on four occasions in
2011 to prepare for the discussion of the 2010 annual figures, the 2011
quarterly and half-yearly figures and a number of specific subjects.
Consideration was given to matters such as TenCate’s results in 2011,
the budget for 2012 and the preparations for implementation of the
functional income statement as of 1 January 2012. The Committee also
discussed the impairment test calculations, debt and working capital,
the tax position particularly in the Netherlands, the policy with regard
to the audit service, the management letter from the external auditor
and the follow-up to his recommendations.
COMBINED REMUNERATION, SELECTION AND APPOINTMENTS
COMMITTEE
The Remuneration Committee met on five occasions in 2011,
considering matters such as the assessment of the current
remuneration policy. A detailed analysis was carried out using external
specialists with the aim of bringing the current remuneration policy
for the Executive Board more into line with the remuneration market
for companies of a similar type and size. In the view of the
Supervisory Board, this would take proper account of the quality
of the performance rendered. On the basis of this analysis a new
remuneration policy will be drawn up, which will be introduced in 2013
after approval by the General Meeting of Shareholders.
REMUNERATION REPORT
The 2011 remuneration report, referring to the plan to draw up a new
remuneration policy, has been posted on the company’s website.
PRINCIPLES OF THE REMUNERATION POLICY
The Supervisory Board of Royal Ten Cate applies a remuneration policy
in respect of the company’s management, based on the following
principles:
◾ Remuneration of the management is aimed at attracting and
retaining senior managers;
◾ The remuneration policy must conform to the company’s corporate
governance policy;
◾ The remuneration must reflect the strategic and financial
objectives and be to a large extent performance-oriented, with a
good balance between short and long-term results and objectives;
Royal Ten Cate22
The Boards (as at 1 January 2012)
EXECUTIVE BOARD
L. de Vries (1951), President and Chief Executive Officer B.J.H. Cornelese (1964), Chief Financial Officer
Annual Report 2011 23
1) Member of the Financial Committee.
2) Member of the combined Remuneration, Selection and Appointments Committee.
*) Chairman.
SUPERVISORY BOARD
J.C.M. Hovers (m, 1943) Chairman 1) 2)
Commenced in office: 2008
End of current term: 2012
Chairman of the Supervisory Board of C1000 B.V.
Chairman of the Supervisory Board of Plieger NV
Chairman of the Supervisory Board of Smeva B.V.
Chairman of the Supervisory Board of Teleconnect Inc
Member of the Supervisory Board of Randstad Groep Nederland bv
Former Chief Executive Officer of Stork NV and OCE NV
P.P.A.I. Deiters (m, 1943) Deputy Chairman 2)
Commenced in office: 1998
End of current term: 2014
Chairman of the Supervisory Board of Fashion Linq B.V., Amersfoort
Member of the Supervisory Board of Tootal B.V.
Consultant to the European Bank for Reconstruction and Development (EBRD)
Former director of Berghaus International Fashion
F.A. van Vught (m, 1950) 2*)
Commenced in office: 2000
End of current term: 2012
High Level Policy Advisor, European Commission
Chairman of European Center for Strategic Management of Universities, Brussels
Chairman of the Board of Netherlands House for Education and Research,
Brussels
Chairman of the Supervisory Board of Medisch Spectrum Twente
Chairman of the National Review Committee on Higher Education and Research
in the Netherlands
Member of the Supervisory Board of Rova NV
Former Chairman of the Governing Board and Rector of the University of Twente
From left to right: E. ten Cate, F.A. van Vught, J.C.M. Hovers,
R. van Gelder and P.P.A.I. Deiters
E. ten Cate (m, 1945) 1*)
Commenced in office: 2004
End of current term: 2012
Director of Bank ten Cate & Cie N.V.
Chairman of the Supervisory Board of Hydratec Industries N.V.
Chairman of the Supervisory Board of Rijksmuseum Twenthe
Member of the Supervisory Board of Medisch Spectrum Twente
R. van Gelder BA (m, 1945) 1)
Commenced in office: 2010
End of current term: 2014
Chairman of the Supervisory Board of Atlas Services Group NV
Vice-Chairman of the Supervisory Board of SBM Offshore N.V.
Member of the Supervisory Board of Heijmans N.V.
Member of the Supervisory Board of Holcim Western Europe Ltd
Chairman of the Association of Securities-Issuing Companies
Former Chief Executive Officer of Heijmans N.V.
All members of the Supervisory Board are of Dutch nationality.
PROTECTIVE FABRICS
Connected through the value proposition
The year 2011 saw a redoubling of strategic efforts to market worldwide the TenCate Tecasafe® Plus product portfolio of inherently fl ame-resistant (FR) fabrics and knit fabrics for industrial protective clothing.
Global demand for FR products has increased as end-users seek the most economical protection in combination with the excellent performance, comfort and quality of the FR fabrics from the TenCate Tecasafe® Plus brand.
The TenCate Tecasafe® Plus product portfolio has been successful in reaching various markets and is continually breaking new ground with new applications, particularly in new geographic markets. Emerging markets are in general open to technological and other innovations, and for this reason TenCate Tecasafe® Plus has been well received in new markets in South America, Asia and Australia.
Annual Report 2011 25
MARKET TRENDS
The markets in which TenCate operates have shown steady growth
over the successive economic cycles. Even in the current period,
which is characterised by an economic downturn and a tightening of
government budgets, the markets for TenCate’s materials have
overwhelmingly shown positive growth. Revenues grew once again
in 2011, reaching € 1.1 billion (organic + 12%).
SAFETY AND PROTECTION
The increased attention devoted to safety and protection is
contributing to a favourable business climate. Innovation is one of the
key driving forces behind TenCate. The company is able to respond
effectively to the trend towards budget tightening by developing
materials which have the ancillary effect of lowering costs for end-
users. Multi-risk safety fabrics are an example of this. TenCate sets
itself the objective of developing product champions that can set new
standards in terms of cost and performance. TenCate Defender™ M
and TenCate Tecasafe™ Plus are two key examples. They generated
a substantial share of the growth recorded in the 2011 reporting year.
WATER MANAGEMENT AND THE ENVIRONMENT
Water management and the environment are other important global
themes which had a positive effect on developments in the geotextiles
market in 2011. The need to carry out measurements of erosion, soil
deformation, subsidence in infrastructure works and monitoring
of dykes is focusing more consistent attention on the TenCate
GeoDetect® concept. Major projects were once again carried out
in 2011 using the TenCate Geotube® concept. Both are examples
of a solution-focused system approach in the environmental and
infrastructure market.
Another important environmental theme which should be mentioned
in this context is the reduction of fuel consumption and new
environmental standards (reduction in CO2 emissions) in the aviation
and automotive sectors. Demand for composites rose strongly again
in 2011. A revolutionary development also took place in the automotive
sector, where the need for technological innovation was felt strongly
as a result of future government standards on CO2 emissions.
TenCate Cetex®, the thermoplastic composites portfolio, consequently
attracted growing interest from new markets. A market assessment
was initiated in 2011 and preparations were made to position TenCate
in these new markets.
Recyclable synthetic turf was introduced to the sport and landscaping
markets during the reporting period. GreenSource and Sports for Water
opened up the possibility of purifying water – including for human
consumption – by means of synthetic turf systems. Both the Cruyff
Foundation and FIFA reacted enthusiastically.
VALUE CHAIN INTEGRATION IN THE INTERNATIONAL SYNTHETIC
TURF MARKET
In addition to the growth trends outlined above, the synthetic turf
market experienced lagging growth and a consolidation among market
participants. TenCate’s policy of value chain integration, with the
principal aim of drawing attention to the quality and playing
characteristics of synthetic turf pitches, was continued in 2011.
The market is moving into a more mature phase, in which integrated
providers supply a differentiated product portfolio of systems to the
market. TenCate is the global market leader, working with a number
of selected system providers (TenCate subsidiaries and partnerships)
operating in the market on the basis of TenCate components under
their own brand name. Since there is a strong relationship with the
TenCate brand, TenCate Grass is closely involved in guaranteeing the
quality and performance of the supplied systems, so that end-users
can be assured of the required quality level.
TECHNOLOGICAL DEVELOPMENT
INNOVATION
On a European scale, TenCate is actively involved in determining the
policy on the innovation agenda as chair of the European Textiles
Technology Platform. TenCate has also played an active part in the
creation of the top-level high-tech systems and materials sector.
TenCate has also played an active role within a differentiated segment
of this top-level sector in the Dutch aerospace industry. TenCate is
considered to be one of the leading innovative producers of high-grade
materials in the Netherlands. This position is the result of a consistent
focus on innovation as part of the longer-term strategy.
At regional level, TenCate has contributed to regional innovation policy
in close cooperation with the province of Overijssel, local authorities
Report of the Executive Board
Royal Ten Cate26
> REPOR T OF THE E XECUTIVE BOARD
and businesses. Examples of this are the formation of AMMON
(Innovation Centre for Advanced Materials Manufacturing in the East
of the Netherlands) and the opening of OICAM (Open Innovation Centre
for Advanced Materials), which focuses particularly on process
innovations.
TenCate devotes approximately 3% of revenues annually to innovation-
related projects. This percentage also includes development costs for
future revenues, such as in the aircraft industry, which is characterised
by long development times. Certain acquisitions (such as that of Xennia
Technology) can also be seen as innovation-driven.
Subsidies worth approximately € 2.4 million were received during the
reporting year. TenCate’s patent portfolio was again expanded in 2011.
3D WEAVING TECHNOLOGY
An important development in 2011 was the market launch of woven
systems. The weaving technology enables various system functions to
be combined in the top layer, thereby increasing quality without
necessarily raising costs for the end-user. Progress is being made with
the reuse or recycling of the pitch at the end of its economic life,
which also has the effect of reducing costs. The aim is to lower the
cost of ownership over the economic life while improving the playing
characteristics and increasing the durability of the system.
INKJET TECHNOLOGY
The European Digitex project was completed at the end of 2011,
bringing the introduction of very durable digital finishing by means of
inkjet a step closer. New, durable characteristics of technical textiles
are coming within reach. At the same time it will also be possible
to achieve a fundamental reduction in the water footprint of the
Advanced Textiles sector in the next three to five years. TenCate will
also be able to achieve a sharp reduction in water treatment costs.
TenCate believes that the technology positions and market themes of
safety and sustainability will continue to support the company’s
growth in the longer term.
BUY & BUILD STRATEGY
The buy & build strategy involves investing in and thereby
strengthening the existing product-market-technology combinations,
in combination with the complementary acquisitions.
Good progress was made in improving the profitability of the Dutch
operations in 2011. The main factors are a strengthening of the
TenCate Protective Fabrics product portfolio and the implementation of
process improvements and cost control. These have resulted in higher
added value in revenues and in an increase in the production result.
The strongly improved performance in aerospace composites is due
to the attraction of demand in combination with improved process
control.
The geotextiles production site at Almelo (Netherlands) was
transferred to TenCate’s industrial complex at Nijverdal (Netherlands)
in 2011, thereby concentrating all of TenCate’s activities in the
Netherlands at a single site. Process improvements were also
completed.
ACQUISITIONS
The acquisitions which took place in 2011 were predominantly focused
on strengthening the geographic and market positions. The acquisition
of Emas Kiara’s geosynthetics activities has strengthened the market
position in Malaysia and the surrounding countries.
GreenFields (90%) and Hellas Construction (30%), with which TenCate
already had close commercial relationships, were added to the
downstream activities of the Grass group in line with the strategy.
The acquisition of the assets of Difco gave the TenCate Protective
Fabrics market group access to the Canadian market for safety fabrics,
including potential customers in the defence sector.
> TenCate aims to break new ground as a
result of both technological innovation
and product differentiation. <
L. de Vries in ‘Textiles on the Move (publication to mark
150 years of De Maere, 90 years of EHTSV / Textores
Magistrique and 45 years of VOET)
Annual Report 2011 27
Some assets of Osiris Inkjet Systems were acquired due to the
company’s bankruptcy. Osiris has an inkjet technology and patents that
are complementary to those of Xennia Technology. Another important
factor was that Osiris employees have a combination of knowledge and
experience of both inkjet and textile technology that is of interest to
TenCate. As part of TenCate Protective Fabrics’ ‘factory of the future’,
an analysis will be made of the useful contribution that Osiris
technology can deliver. This process innovation fits in with the aim
of developing a high-tech production facility which is focused on
sustainability and opens up possibilities for the production of smart
textiles.
The acquisition of 51% of the shares of ABDS ApS at the end of 2011
was important in order to achieve a rapid market launch of the TenCate
ABDS™ active blast countermeasure system (active protection of army
vehicles against roadside bombs) in co-operation with army vehicle
manufacturers. Although the system in itself does not fit in with
TenCate’s core business as a provider of high-grade materials, the
technology complements the passive protection afforded by TenCate
armour materials. The acquisition fits in with the system approach
and the solution-based philosophy. A characteristic of this strategic
approach is that through its solution-focused approach to the market
TenCate comes into contact with other/complementary technologies
and companies. The respective business unit consequently takes on
a new identity in the market as a solutions provider.
Acquisitions as part of the growth strategy also remain important in
the longer term. TenCate can then continue to prioritise the composites
market, particularly having regard to recent attention devoted to
carbon fibre-reinforced plastics) in the automotive industry.
Cooperation in protective fabrics
TenCate and Beijing Chinamex International Investment Co. Ltd
(Chinamex) in Beijing (China) have signed a memorandum of
cooperation to develop the Chinese market for protective fabrics.
The partners will market flame-retardant fabrics for military use,
police and emergency services. China too is witnessing growing
demand for personal safety and protection in the workplace and in
hazardous conditions. It is important to work with local authorities
when defining specifications for various risks. TenCate has
developed a protective flame-retardant fabric specifically for the
Chinese market under the name of TenCate Fire Dragon™.
Royal Ten Cate28
NET RESULT
The net result rose to € 58.7 million in 2011 (2010: € 46.0 million). That
marks a record for TenCate, which was due in particular to the strong
growth in the Advanced Textiles & Composites sector and in TenCate
Geosynthetics. The results of the Grass group were under pressure due
to an initial loss of revenues following a reorganisation in the customer
portfolio.
COMPOSITION OF THE COMPANY
The following companies were acquired in 2011:
◾ The interest in GreenFields was increased from 32% to 90% in
February 2011. GreenFields is a worldwide marketing organisation
in the synthetic turf segment.
◾ Emas Kiara Industries Berhad was acquired in March 2011 by
means of an asset deal. The company is a full-line producer of
a wide range of geosynthetic products and solutions focusing
primarily on the Asian market.
◾ In May 2011, a 30% minority interest was acquired in Hellas
Construction, a US synthetic turf production and marketing
organisation.
FINANCIAL PERFORMANCE
Analysis of 2011 results by sectors 2011 2010 Difference Organic
Of which
currency
Acquisition/
divestment
in millions of euros
Net revenues
Advanced Textiles & Composites 538.4 448.4 + 20% + 21% – 4% + 3%
Geosynthetics & Grass 525.9 469.3 + 12% + 2% – 3% + 13%
Other activities 74.5 66.8 + 12% + 13% – 1% –
1,138.8 984.5 + 16% + 12% – 3% + 7%
Operating result before amortisation
(EBITA)
Advanced Textiles & Composites 70.3 43.8 + 61% + 65% – 7% + 3%
Geosynthetics & Grass 26.3 31.4 – 16% – 7% – 7% – 2%
Other activities 5.9 9.8 – 40% – 38% – 2% –
102.5 85.0 + 21% + 27% – 6% 0%
Amortisation – 12.9 – 10.4
Operating result (EBIT) 89.6 74.6 + 20%
Net financial expenses – 11.3 – 10.0
Pre-tax result 78.3 64.6 + 21%
Profit tax – 18.7 – 17.9
Result from ordinary operations after tax 59.6 46.7 + 28%
Net result from associated companies – 1.3 – 1.3
Minority interest 0.4 0.6
Net result 58.7 46.0 + 28%
EBITA margins 2011 2010
Advanced Textiles & Composites 13.1% 9.8%
Geosynthetics & Grass 5.0% 6.7%
Consolidated 9.0% 8.6%
REPOR T OF THE E XECUTIVE BOARD > Financial performance
Annual Report 2011 29
OPERATING RESULT BEFORE AMORTISATION
The operating result before amortisation (EBITA) increased by 21%
to € 102.5 million.
In the Advanced Textiles & Composites sector, EBITA grew by 61%,
including a 65% organic rise and a – 7% decrease due to currency
effects. There was also a small acquisition effect (+ 3%).
◾ TenCate Protective Fabrics USA strengthened its position with
the US Army and expanded its market share in various industrial
markets;
◾ In June 2011, the activities of Difco, a Canadian technical textile
organisation, were acquired and integrated into the US TenCate
Protective Fabrics organisation.
◾ In November 2011, a 51% majority interest was acquired in
ABDS ApS. The remaining 49% was acquired in January 2012.
REVENUES
Net revenues increased in 2011 by 16%, including an organic rise of
12%. The strengthening of the euro against the US dollar produced a
3% negative currency effect. The aforementioned acquisitions in 2011
and those completed in 2010 led to an acquisition effect of 7% on
revenues.
Revenue growth in the Advanced Textiles & Composites sector
amounted to 20%, including an organic rise of 21%. The currency
effect and the effect of acquisitions / divestments amounted to – 4%
and + 3% respectively. The following activities contributed to this rise:
◾ In the United States, TenCate Protective Fabrics generated record
revenues from TenCate DefenderTM M and developed a new
product champion in TenCate Tecasafe® Plus;
◾ In Europe and Asia, TenCate Protective Fabrics recorded growth
in protective and safety fabrics;
◾ Organic growth in Aerospace & Armour amounted to 14%, driven
by a rise in aerospace revenues in Europe and the United States
and by growth in the armour business in Europe.
The revenues of the Geosynthetics & Grass sector grew organically
by 2% to € 525.9 million. The currency effect and the effect of
acquisitions/divestments amounted to – 3% and + 13% respectively.
◾ TenCate Geosynthetics grew by 13% and 14% respectively in the
United States and Europe, driven by infrastructure projects and
growth of market share;
◾ The acquisition of Emas Kiara caused revenues to leap by 31%
in Asia;
◾ The revenue growth of the Geosynthetics & Grass sector was
due entirely to the TenCate Geosynthetics market group and the
acquisition of GreenFields.
In the Other Activities sector (growth 12%, including 13% organic),
TenCate Enbi showed a slight decrease in revenues as a result of lower
sales in the US, while Xennia Technology recorded substantial revenue
growth.
TenCate organises international conference
on protection of military personnel
TenCate Advanced Armour and TenCate Protective Fabrics
organised an international conference in London in May 2011 on
the protection of military personnel in current and future conflicts.
TenCate Protective Fabrics and TenCate Advanced Armour
develop and produce materials for the safety and protection of
personnel and materiel. Defence ministries are the buyers and
end-users of protective equipment. Cooperation with defence
ministries, the defence industry and knowledge institutions is
vital for the development of protection solutions. Former NATO
Secretary General Jaap de Hoop Scheffer, a member of TenCate’s
International Advisory Board, was one of the speakers at the
conference.
Royal Ten Cate30
> REPOR T OF THE E XECUTIVE BOARD > Financial performance
RAW MATERIAL COSTS
Raw material costs as a percentage of revenues including inventory
movements remained constant at 50% of revenues. Higher purchasing
costs for the main raw materials were passed onto the market after a
time lag.
PERSONNEL COSTS
Personnel costs as a percentage of revenues decreased from 19% to
18%. The increase in production and revenues (+ 16%) was absorbed
partly by a moderate increase in in-house personnel (costs + 8%) and
partly by a larger number of temporary personnel (costs + 39%).
The average in-house staff count increased by 8% (+ 310 FTEs).
The increase was caused by higher production volumes at Advanced
Textiles & Composites and the acquisition in Geosynthetics (Emas
Kiara).
The average costs per member of personnel remained unchanged at
€ 43,000. Revenues per member of personnel increased from € 225,400
to € 237,400 (+ 5%).
TAXES
The tax rate decreased from 27.7% to 23.9%. The fiscal position
improved due to the generation of profit in the Netherlands, more
evenly spread profit across the countries and non-recurring tax
benefits, particularly investment benefits in Asia.
◾ TenCate Protective Fabrics Europe achieved a positive result due
to strong cost reduction combined with revenue growth;
◾ At Aerospace & Armour in Europe, the growth in revenues
combined with cost control resulted in a growing contribution
to earnings;
◾ Aerospace & Armour in the United States once again made a
significant contribution to earnings, driven by the aerospace
composite activities.
EBITA in the Geosynthetics & Grass sector declined by – 16%,
including a – 7% organic decrease and a – 7% decrease due to
currency effects. The – 2% acquisition effect was due to the
consolidation of TigerTurf and GreenFields. Substantial growth in the
Geosynthetics division was offset by a decrease in earnings from
TenCate Grass.
◾ TenCate Geosynthetics in the United States took advantage of
government investments in infrastructure and increasing exports
to Central and South America;
◾ At TenCate Geosynthetics in Europe, revenue growth and cost
control led to a doubling of the result;
◾ TenCate Geosynthetics in Asia achieved higher earnings due to the
larger market share following the acquisition of Emas Kiara;
◾ The EBITA of the Grass group fell sharply as a result of
repositioning within the customer base.
The Other Activities sector recorded a positive EBITA of € 5.9 million.
This represents a decrease compared to 2010. TenCate Enbi showed a
slight decrease in its operating result. Xennia Technology also recorded
a lower operating result, on substantially higher revenues, partly due
to development and patent costs.
JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC
1.8
1.6
1.4
1.2
1.0
0.8
0.6
0.4JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC
1.1
1.0
0.9
0.8
0.7
0.6
0.5
0.4
PE price development in € / kg PP price development in $ / lb
◾ 2010◾ 2011
Annual Report 2011 31
The corresponding depreciation amounted to € 35.0 million
(2010: € 34.5 million) and amortisation amounted to € 12.9 million
(2010: € 10.4 million).
The main investment projects in 2011 were:
Ten Cate Thiolon bv NL grass texturing machine
Ten Cate Thiolon inc USA grass texturing machine
TenCate Geosynthetics upgrade of non-woven line
Xennia Technology various development projects
CASH FLOWS AND FINANCING
Due to the improvement in the result, the cash flow initially increased
strongly. The detrimental effect of the positive cash flow from
operating activities was used for investments in assets and
acquisitions / divestments.
in millions of euros 2011 2010
Result after tax 58.3 45.4
Depreciation 35.0 34.5
Amortisation 12.9 10.4
Other items, mainly tax accrual 22.2 24.3
Cash flow before increase/reduction
in working capital 128.4 114.6
Increase/reduction in working capital – 46.4 – 59.5
Interest/taxes paid – 32.7 – 26.0
Cash flow from operating activities 49.3 29.1
Investments – 25.7 – 21.3
Divestments 3.4 0.9
Acquisitions/participating interests – 34.8 – 24.7
Other items – 0.7 – 2.0
Cash flow from operating
and investing activities – 8.5 – 18.0
The ratio of net interest-bearing debt to EBITDA (bank definition) was
2.12 at the end of 2011 (covenant = maximum 3.0). Group equity
amounted to € 469.5 million with a solvency ratio of 46.8%.
WORKING CAPITAL
The working capital increased in 2011 compared to 2010 as a result
of further growth in the Advanced Textiles & Composites sector and
the Geosynthetics market group.
in millions of euros 2011 days 2010 days
Balance at end of
previous year 223.9 82 157.0 67
Acquisitions/divestments 2.6 9.3
Organic increase/
decrease 42.1 47.9
Exchange rate
differences 8.5 9.7
Balance at
end of year 277.1 88 223.9 82
INVESTMENTS
Investments were again restrained in 2011.
in millions of euros 2011 2010
Tangible fixed assets 21.3 16.2
Development costs and other intangible assets 4.4 5.1
25.7 21.3
> In developing solutions, managers
start with a desired outcome for
a customer – an outcome that could
encompass a range of needs. <
Nathaniel W. Foote, Jay Galbraith, Quentin Hope, Danny
Miller in McKinsey Quarterly # 3, 2001.
Royal Ten Cate32
>
VALUE CHAINS SECTOR ADVANCED TEXTILES & COMPOSITES
(VALUE ADDED)RESELLERS
PROTECTIVE FABRICS
We
PROTECTIVE FABRICS
PROTECTIVE FABRICS
PROTECTIVE FABRICS
e
PROTECTIVE FABRICS PROTECTIVE FABRICS
OUTDOOR FABRICS
We
OUTDOOR FABRICSOUTDOOR FABRICSOUTDOOR FABRICS
e
ISO
900
1
ISO
140
01 (N
L)
OUTDOOR FABRICS OUTDOOR FABRICS
END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS
ISO
900
1
ISO
140
01 (N
L)
END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS
AEROSPACE COMPOSITES
Weaving
g
nn
g
AEROSPACE COMPOSITES
2
3
AEROSPACE COMPOSITES
Av
AEROSPACE COMPOSITES AEROSPACE COMPOSITES
ISO
900
1 | A
S / E
N 9
100
INDUSTRIAL COMPOSITES
Weaving
g
nn
g
INDUSTRIAL COMPOSITESINDUSTRIAL COMPOSITES INDUSTRIAL COMPOSITES INDUSTRIAL COMPOSITES
ISO
900
1
ADVANCED ARMOUR
n
ADVANCED ARMOUR
Ve
e
ADVANCED ARMOUR
n
ADVANCED ARMOUR ADVANCED ARMOUR
ISO
900
1 | A
S / E
N /
JISQ
910
0 (F
R)
ISO
140
01 (D
K)
Annual Report 2011 33
KEY FIGURES
Advanced Textiles & Composites 2011 2010 2009 2008 2007
in millions of euros unless stated otherwise
Revenues 538.4 448.4 397.3 481.0 350.3
Operating result before amortisation (EBITA) 70.3 43.8 31.7 61.5 40.2
EBITA margin (%) 13.1 9.8 8.0 12.8 11.5
Operating result (EBIT) 64.7 38.6 27.0 52.9 38.7
Investments 8.3 4.5 4.2 11.7 17.0
Depreciation and amortisation 15.3 15.2 14.2 17.6 10.8
Net capital employed 314.3 281.7 234.0 286.4 197.6
Staff years at year-end 1,582 1,519 1,340 1,651 1,238
EBITA as percentage of average net capital employed 23.6 16.7 12.0 22.9 22.6
ACTIVITIES
The Advanced Textiles & Composites sector consists of the following
market groups
◾ TenCate Protective Fabrics and
TenCate Outdoor Fabrics
Safety fabrics for a range of professional groups, as well
as protective fabrics for outdoor applications.
◾ TenCate Space & Aerospace Composites
TenCate Industrial Composites
TenCate Advanced Armour
Composites including lightweight materials for aerospace
and industrial applications; antiballistic materials for personal
protection and vehicle armour.
REVENUES AND RESULTS
The Advanced Textiles & Composites sector recorded a 20% increase
in revenues to € 538.4 million in 2011 (2010: € 448.4 million).
The increase in revenues resulted mainly from the strong developments
in the TenCate Protective Fabrics market group and the TenCate Space
& Aerospace Composites market group.
ADVANCED TEXTILES & COMPOSITES
End-user marketing based on value proposition (cost of ownership)
Brand management
Risk awareness / safe society
Partnerships in emerging markets
Inkjet technology / sustainable factory of the future
Smart textiles Effective use of internal knowledge (social innovation)
Patents
Worldwide market position, with local product adaptations to local specifications
Fabrics based on fibre blends and coated / finished fabrics (product champions: distinctive in cost and quality-performance ratio)
Co-makership, products tailored to specific needs
Internal production combined with outsourcing delivers flexibility
Economies of scale Process innovation Cost control
BUSINESS MODEL OF THE PROTECTIVE FABRICS MARKET GROUP
END-USER MARKETING INNOVATION
PRODUCT DIFFERENTIATION COST LEADERSHIP
Access to market participants and partner-ships with OEM relationships in market phase of the TenCate ABDS™ active blast countermeasure system
Independence of fibre suppliers, solution-focused approach
Reputation and qualifications of renowned Market participants
TenCate ABDS™ active blast counter-measure system
(Open) innovation through partnerships (TAPAS, TPRC, AMRC)
Qualifications for future programmes Process innovations for processing of composites
Development of new application areas, particularly for thermoplastic composites
Developments in unidirectional (UD) tape technology
Development of the value chain particularly in automotive applications for thermoplastic composites
Increased efficiency in production Economies of scale Outsourcing and partnerships Development of low-cost solutions (industrial markets)
BUSINESS MODEL OF THE SPACE & AEROSPACE COMPOSITES AND ADVANCED ARMOUR MARKET GROUPS
END-USER MARKETING INNOVATION
PRODUCT DIFFERENTIATION COST LEADERSHIP
Royal Ten Cate34
> REPOR T OF THE E XECUTIVE BOARD > Advanced Textiles & Composites
TenCate’s activities are increasingly moving towards systems that are
integrated into vehicles (‘survivability systems’). The project-linked
nature of revenues is an inherent feature of this market. Demand for
composite materials in sectors other than aerospace and armour
markets increased; the automotive sector in particular is an important
potential growth area.
The operating result before amortisation of intangible fixed assets
rose by 61% to € 70.3 million (2010: € 43.8 million). The currency effect
amounted to – 7%. The EBITA margin rose to 13.1% (2010: 9.8%).
The growth of the aerospace market had a positive impact on the
utilisation rate of Dutch production capacity, contributing to the strong
profit improvement in the sector.
TENCATE PROTECTIVE FABRICS AND TENCATE OUTDOOR
FABRICS
MARKET POSITION AND STRATEGY
TenCate Protective Fabrics is the market leader in America and Europe
in the field of protective fabrics. The constantly widening product
portfolio is now being marketed worldwide. TenCate focuses on
four markets:
◾ defence and police
◾ industrial safety, firefighting and emergency response
◾ services, such as healthcare
◾ industry.
The products offer protection against a range of risks in the workplace,
for example from chemicals, fire and static electricity. TenCate has
acquired leading positions in various segments of this market, for
which specific concepts have been or are being developed. TenCate
Defender™ M materials are the most significant of these.
The market for professional wear and work clothing is highly regulated,
with governments enacting labour legislation specifying safety
standards in certain risk areas. TenCate customers are ready-to-wear
clothing producers and industrial clothing laundries offering a full
range of services for end-users. TenCate focuses on industrial markets,
firefighting, emergency services and the healthcare sector.
New products, such as TenCate Tecasafe™ Plus for the American and
Asian markets in particular, are playing an important role in the
continuing market development, both domestically and internationally.
The concepts developed by TenCate for these markets are very
The TenCate Protective Fabrics market group had an excellent year
with strong growth in both flame-resistant fabrics for US Army
uniforms (TenCate Defender™ M) and safety fabrics (TenCate
TecaSafe™ Plus) in the industrial market. The TenCate Space
& Aerospace Composites market group saw increased demand for
aerospace composites (Airbus, Boeing). There were also positive
developments in relations with other aircraft manufacturers.
The armour composites market in the United States was sluggish.
The Advanced Armour market group achieved slight revenue growth.
The order position in Europe showed a positive trend, leading to an
increase in revenues in the whole vehicle armour business in Europe.
TenCate Tecasafe® Plus advances
strongly in the United States
Since its launch in the United States in 2008, TenCate Tecasafe®
Plus has become the most cost-effective and innovative inherently
flame-retardant solution in the industrial safety market. TenCate
Tecasafe® Plus offers a longer service life at lower cost, greater
comfort and better flame protection than industrial flame-retardant
fabrics from other suppliers. The protection cannot wash out or
wear off. That makes it an excellent value proposition for ready-
to-wear clothing manufacturers, industrial laundries and end-users.
TenCate Protective Fabrics USA has expanded its production
capacity to meet the growing global demand for TenCate Tecasafe®
Plus.
Annual Report 2011 35
SUSTAINABILITY
TenCate Protective Fabrics endeavours on the one hand to make target
groups aware of protection concepts and multi-risk solutions and on
the other hand to influence standards and specifications in order to
offer end-users the utmost security and protection. The market group
regularly works closely with international customers in the chain
(including in the laundry sector) and with industry organisations, with
the aim of reducing the impact on the chain. This can be achieved
by means of technological innovations and R&D projects, thereby
increasing TenCate’s involvement in the setting of specifications in
tenders. That is being done successfully with customers in sectors
such as the petrochemical industry and the firefighting market. In
defence organisations, a focus is on personal protection of military
personnel to prevent burns and serious fire injuries and high social
costs for rehabilitation and other measures (social interest).
GENERAL PERFORMANCE
The main contribution to the strong revenue growth in 2011 came from
the TenCate Defender™ M and TenCate Tecasafe® Plus products.
The markets developed favourably for both product groups, including
outside the United States and Europe. The foundation for this was
expanded during the reporting year. A positive factor was that the
exemption from import restrictions for the United States (Berry
Amendment) for foreign fibres was extended to 2015 at the beginning
of 2011. This exemption became permanent at the end of 2011.
In the United States and Canada, the market position and production
activities were expanded with the acquisition of the assets of Difco
Performance Fabrics in Montreal (Quebec, Canada) in the second
quarter of the financial year.
TenCate generally witnessed strong interest in new concepts relating
to fire-resistant fabrics in 2011. TenCate Tecasafe™ Plus and TenCate
Defender™ M are based on fibre blends to meet the precise
specifications of customer groups. The value proposition lies primarily
in the combination of unrivalled performance, optimum wearing
comfort and economic prices compared to products based on
100% aramid fibres traditionally used in many markets. Together
with TenCate Defender™ M, the TenCate Tecasafe® and TenCate
Tecashield® ranges make up a complete portfolio of multi-risk
safety fabrics for emergency response and defence applications.
promising, as the products are ideally positioned, with TenCate
combining four essential characteristics: affordability, comfort,
protection and long service life.
Defence applications are a highly successful development. TenCate
Defender™ M is considered to be the US standard for uniforms with
flame-resistant protection. As a result, this product is one of the major
pillars underpinning TenCate’s strong growth in defence markets at
home and abroad. As part of TenCate Protective Fabrics, the TenCate
Defense & Tactical business unit on the one hand responds to the
principle of end-user marketing with the TenCate Defender™ M
platform (the development of specifications in close co-operation with
various end-users) and on the other hand serves as a vehicle for the
development of a worldwide sales strategy. This strategy is focused on
expansion both in geographic terms and with regard to other defence
applications (product differentiation).
TenCate’s positioning is supported by an industrial branding policy
based mainly on the quality and functionality of high-grade protection.
TenCate supplies unique solution-focused concepts (systems). These
have proved successful in use with the US Army.
TenCate has a broad technological base and access to the worldwide
commodities market as a result of its long-term focus as a global
player on this niche market. In addition to activities and strong market
positions in the US and Europe, TenCate has established a joint venture
in Thailand for the production of safety fabrics for the Asian market
and for further development in this region. In 2011, the strategic efforts
were scaled up to market the TenCate Tecasafe® Plus product portfolio
worldwide. Global demand for TenCate Tecasafe® Plus is growing.
Various steps have been taken to respond to this growth, including an
increase number of variants in the collection. End-users want the most
economical protection combined with the excellent performance,
comfort and quality of the fabrics. TenCate Tecasafe® Plus has become
the preferred fabric on many continents. TenCate Tecasafe Plus® has
also been well received in various new markets, such as South
America, Asia and Australia. The increased service level is a key point.
In order to meet the demand for superior flame-retardant fabrics in
South-East Asia, TenCate has built up inventories to ensure that the
product is immediately available. TenCate has also stationed additional
personnel in Asia to guarantee a high level of customer attention.
AEROSPACE COMPOSITES
In addition to composite for the tailpiece and elevator, TenCate Advanced Composites also supplies composite for the fl oor components in the Gulfstream G650. Fokker Aerostructures incorporates the TenCate Cetex® laminate into two fl oor types: non-pressure fl oors that must be able to bear an average shear load of freight, passengers and crew in parts of the cargo hold, the cabin and the cockpit. And pressure fl oors that are subject to high pressure and low temperatures during the fl ight, as part of the primary structure of the aircraft.
The fl oor components provide structural performance and, thanks to the toughness of the laminate, great resistance to damage. Yet this composite material from TenCate is also attractively priced due to cost-effi cient processing, such as thermofolding edges and welding inserts. The non-pressure fl oor components demand both lightweight material and great impact strength against damage. Preservation of the tensile strength of the thermoplastic fl oor panels is much greater than that of traditional metals and even of thermoset composites.
Connected through the value proposition
Annual Report 2011 37
TenCate has also signed a co-operation agreement with Samil Spinning
in Seoul, South Korea. The partners aim to expand the TenCate
Defender™ M product portfolio in the South Korean army and police
market.
At the beginning of the fourth quarter, TenCate Defense & Tactical
received a major order from the US Army for new TenCate Defender™
M fabrics. These have been specifically designed to meet new end-
user requirements for improved performance in military pants. The new
fabrics, including TenCate Defender™ M stretch, are intended to
improve comfort and durability. Two new contracts were also awarded
for the purchase of the Army Combat Pant (ACP).
In North America, TenCate is also supplying flame-resistant fabrics for
two successful tenders in the Canadian military market. The first is
being used by the Canadian Air Force. The second concerns TenCate
Campshield™ FR interior fabric for use in tents for all Canadian army
units.
The firefighting market in the US, the second important market,
remained sluggish in 2011 due to budget cuts among local authorities.
TenCate is nevertheless ideally positioned to respond to changing
market demand, due to the increasing need for cheaper and better
solutions, such as the use of TenCate Defender™ M in firefighters’
protective clothing. This product has patented, inherently flame-
resistant characteristics which will not wash out or wear off and it is
ideal for use as a thermal lining for firefighters’ protective clothing.
There is also an increasing focus on the firefighting market outside
the US.
TenCate Outdoor Fabrics experienced a stable revenue trend in 2011
and thus retained its leading position in a mature market for inherently
flame-resistant fabrics.
TenCate Protective Fabrics and Xennia Technology made joint progress
with digital textile finishing in 2011. Initial production is due to start at
Nijverdal during the current year. This is an innovative way to print
and/or finish technical textiles efficiently and to a very high standard,
allowing improvements to existing products and the development of
new products with new functionalities.
REPOR T OF THE E XECUTIVE BOARD > Advanced Textiles & Composites
TenCate Tecasafe™ Plus has built up such brand awareness that it now
occupies a leading position in the global market for industrial safety
fabrics. In the case of TenCate Defender™ M, at least ten wearing trials
have been conducted among large army units outside the United
States. Decision-making processes in defence markets on the
acquisition of new material also involve the setting of ultimate
specifications and are related to government budgets. Nevertheless,
the United States will remain by far the most important defence
market in the near future, despite expected budget cuts by the
US defence ministry.
The use of TenCate Defender™ M in products for police and firefighters,
as well as industrial applications, will also lead to an increase in
revenues. Although the number of US military personnel deployed in
Iraq and Afghanistan is decreasing, there is gradual growth in other
armies and a wider geographic spread of revenues. This is illustrated
among other things by the developments below in 2011.
One of the orders, in this case in the defence sector, was from the
Italian producer Aero Sekur for the supply of inherently flame-resistant
TenCate Defender™ M fabrics for the Italian Soldier of the Future
programme. The aim of this programme is to modernise the equipment
of Italian infantry soldiers. This order is an important benchmark.
All NATO countries have a Soldier of the Future programme. Flame-
resistant clothing is expected to play a significant role in future
tenders.
Since May 2011, TenCate has been involved in extensive wearing trials
conducted by the Australian Defence Force in Afghanistan. TenCate
Protective Fabrics USA has supplied the TenCate Defender™ M fabric
for this purpose. The uniforms are printed with the Multi Cam®
camouflage pattern. An new order was also received for TenCate
Defender™ M in November for 10,000 additional uniforms as part of an
ongoing wearing trial of army uniforms by the Australian armed forces.
In September, TenCate signed a memorandum of cooperation with
Beijing Chinamex International Investment (Chinamex) to develop the
Chinese market for protective fabrics. The partners aim to market
flame-retardant (FR) products for uniforms for the police and
emergency services.
>
Royal Ten Cate38
> REPOR T OF THE E XECUTIVE BOARD > Advanced Textiles & Composites
TENCATE SPACE & AEROSPACE AND INDUSTRIAL
COMPOSITES AND TENCATE ADVANCED ARMOUR
MARKET POSITION AND STRATEGY
TenCate is one of the leading companies in the field of armour
materials for vehicle armour (armour composites) and space and
aerospace composites. TenCate also focuses increasingly on special
industrial and other applications for composites, for example in the
automotive industry and the energy sector. These are composite
materials and compounds which replace steel, titanium and aluminium,
make a major contribution to weight saving and have better functional
characteristics.
TenCate’s strategy is aimed mainly at securing a leading technological
position, developing material science, knowledge of production
processes in the industrial chain and direct access to end-markets and
OEMs (original equipment manufacturers), partly on the basis of
integrated concepts and systems. Qualifications are crucially important
in order to operate in future systems programmes in these markets.
At present, the largest proportion of sales of composites is related to
ballistic protection (armour composites), although space and aerospace
applications are increasing in terms of relative importance. TenCate
Advanced Armour provides an integrated solution for protection
against the consequences of roadside bombs and the associated
pressure wave, fragments and flames.
TenCate Advanced Armour is the global market leader in (complex)
concepts for vehicle armour. These increasingly have to be supplied
on an integrated basis. That requires the maintenance of in-house
design and production facilities, including in the local market.
TenCate therefore operates from sites in the United States, the
United Kingdom, France, the Netherlands, Denmark and India.
A wide geographic presence is required, together with an extensive,
innovative and constantly developing portfolio (Active Armour
Systems). The American market is the largest. In Europe, the United
Kingdom and France are important markets.
Customers include particularly large industrial conglomerates in the
defence industry, producers of trucks, aircraft, helicopters etc. and
the related suppliers. They are responding to increasing threat levels.
Governments (defence ministries) determine the specifications.
TenCate operates as a single group worldwide and with a pan-
OUTLOOK FOR TENCATE PROTECTIVE FABRICS
2012 will not be comparable to 2011, because total annual sales to the
US Army are expected to decrease. There will also be a different
breakdown of sales over the quarters in view of the project-based
nature of the markets. Nevertheless, the focus in the US on possible
foreign conflict zones and terrorism remains strong, with a great deal
of attention paid to personal protection. The same applies to other
army units. TenCate will devote full attention to new markets and
geographic areas in which the company has yet to build up any
substantial positions, such as Asia, South America, China and India.
TenCate has an excellent basis for this. Continuing market and product
development is expected to deliver long-term growth in protective
fabrics worldwide.
Protection solutions in 3D video clip
TenCate Protective Fabrics has developed a 3D video clip to
illustrate one of the protection solutions it provides for firefighters.
TenCate Protective Fabrics has developed TenCate Tecasystem™
– Millenia® 450 for the protective clothing worn by firefighters.
This is a multilayered system that provides protection and enables
a firefighter’s suit to be produced with a weight of just 2.5 kilos.
The system is extremely comfortable to wear, with an optimum
composition of the different layers. The clip can be viewed on the
TenCate Protective Fabrics website and on YouTube.
Annual Report 2011 39
SUSTAINABILITY
TenCate Advanced Composites and TenCate Advanced Armour actively
pursue a policy of persuading customers – such as the aircraft and
automotive industry – and military and civilian authorities of the
sustainability (recyclable, fuel-saving and noise-reducing) and safety
(fire-retardant, bullet- and fragment-resistance) characteristics of
a wide range of thermoplastic composites. The aircraft industry
in particular is currently experiencing a major development by moving
from secondary to primary structural components made of composites
in aircraft.
European armour organisation, to the extent permitted by the defence
authorities, for the exchange of knowledge and solutions. TenCate
occupies an important position as a (fibre-)independent producer of
composites and processes a range of fibres including aramid, glass,
carbon and HPPE supplied by third parties. TenCate offers a wide range
of products, systems and solutions in this market.
An important aspect of these defence and other markets is their
project-based character. The global presence, the breadth of the
product portfolio and the conceptual approach are important strengths
of the organisation. These are increasingly being exploited both within
the group and with other TenCate market groups. This will give further
substance to the system approach and achieve market synergy. In India
there is now a joint marketing and sales organisation for TenCate
Protective Fabrics and TenCate Advanced Armour. There are also
increasingly joint presentations at trade fairs and conferences as
well as joint marketing, strengthening the TenCate proposition in the
defence market. This concerns the general protection of personnel
and materiel based on fabrics and armour composites. A conceptual
approach to the theme of protection is more effective than a more
product-focused, individual approach. In this regard the security
system to protect against the impact of roadside bombs (TenCate
ABDS™ active blast countermeasure system) can be a complementary
system component that strengthens the overall value proposition.
In the aviation market, composite material is used in interior and
structural components. The scope for the use of aerospace composites
is still fairly limited overall, but is growing considerably. New
generations of aircraft are providing a strong impetus for growth.
TenCate Space Composites has a leading role in composite materials
for satellite programmes in the United States. In the aviation industry,
TenCate Aerospace Composites operates in the field of civil aviation
and business jets, as well as in military aviation. The main civil aviation
customers are Airbus and Boeing and their direct suppliers. The market
is being further developed on this basis. The TenCate Cetex® material
now occupies a strong position. Among other products, the leading
edge of the wing (J nose) and the engine intakes of the A380 are
manufactured from this lightweight and strong (noise-reducing)
material. TenCate Cetex® material is also being used in the Boeing 787.
In many cases, for reasons of confidentiality, it is not possible to
provide specific information on the components manufactured with
TenCate materials.
TenCate Outdoor Fabrics presents the tent
of the future
In the Outdoor Living in the Future pavilion at the annual Camping
and Caravanning Show in October 2011, TenCate Outdoor Fabrics
joined forces with the European camping and caravanning industry
and Jaarbeurs Utrecht to demonstrate the potential functionalities
of tents in the future. The demonstration included projections on
five tents made of white TenCate All Season Residential tent fabric.
The new functionalities are self-cleaning, insulation, mosquito
repellence, high visibility and glow-in-the-dark capability using
sunlight absorbed during the day. New manufacturing techniques
will make these functionalities possible in the next five years.
PROTECTIVE FABRICS
The naval protection of sea-lanes, troops, ports and shore installations, and the defensive purpose of the navy to frustrate seaborne projection-of-force by enemies demand that naval forces wear the most fl exible yet protective uniforms. Knowledge and technological innovations from TenCate ensure optimally protective crew garments, for naval personnel on the launching pad to the seamen on the lower decks.
During 2011 TenCate Defender™ M in the colour black has been supplied to the Norwegian Defence Logistic Organisation. This colour is the result of ongoing product development based on specifi c customer needs. Thanks to patented technology and the success of TenCate Defender™ M – developed by TenCate Protective Fabrics in the US – the Research & Development team in the Netherlands, created a new composition in 2010. As a result, this protective fabric is available in the colours dark blue and black. Thanks to this innovation, this protective fabric can also be used for other markets, such as marine corps and police forces, who principally wear the colours black or blue for their operations.
Connected through the value proposition
Annual Report 2011 41
TenCate Advanced Composites in the United States supplies customer-
specific prepreg products. As a leading developer and producer of
thermohardened and thermoplastic prepregs, TenCate supplies high-
tech materials to various markets. These include aerospace, shipping,
infrastructure and oil and gas extraction. Towards the end of the year,
the production sites for prepregs in Morgan Hill and Fairfield were
certified in accordance with the AS9100: 2009 Rev C quality standard.
The certification also relates to CCS Composites. This American
subsidiary of TenCate supplies compression moulding components to
the aviation industry.
As well as volume growth in aerospace composites, TenCate Advanced
Composites in Europe also experienced the positive effect of a
contract to supply TenCate Cetex® carbon laminates for use in the new
Airbus A350 XWB and other EADS applications. Under this contract,
deliveries of TenCate Cetex® began to various Tier 1 and Tier 2
partners of Airbus producing fuselage shells and components for
the A350 XWB. The TenCate Cetex®. material will be used in the
reinforcing structure for the fuselage of the A350 XWB. The
thermoplastic material is already being used in the Airbus A380.
One of the advantages of using thermoplastic composites is the
possibility of large-volume series production, enabling the sector
to obtain the necessary cost benefits.
TenCate Advanced Composites and Toray Industries (Tokyo) have
signed an agreement to supply carbon fibres to TenCate for the
production of thermoplastic TenCate Cetex® RTL composite materials
up to 2015. These fibres are used for the growing number of composite
laminates which TenCate produces for the aviation industry. In the
future, it will also be possible to use strong, lightweight composite
materials derived from TenCate Cetex® technology in applications
in the automotive industry. With this development TenCate will enter
a market with substantial future volume potential.
Slight growth was recorded in the military aviation industry.
The commercial aerospace sector (including communication and
navigation satellites) in the United States and Europe continued to
show steady growth in composite materials. Unmanned aerial vehicles
(UAVs) for army use and the satellite industry remain an important
growth market for TenCate. These market positions were further
strengthened in 2011.
In the longer term, the trend towards lightweight composites
materials remains positive, in view of the superior characteristics.
The development co-operation in the Dutch aviation cluster with both
Airbus (TAPAS consortium) and Boeing (TPRC) anticipates this trend.
These joint ventures underline the importance of the joint aim of
achieving strong growth in the share of composites used in aviation,
partly by improving processing technologies and widening applications.
TenCate is focusing in particular on special industrial and other
applications for composites, for example in the automotive industry,
the oil and gas sector, wind energy, high-grade sport applications,
the medical sector, mechanical engineering and construction.
TenCate Industrial Composites is a new part of the market group
alongside Space & Aerospace Composites and Advanced Armour.
GENERAL PERFORMANCE OF TENCATE SPACE & AEROSPACE
COMPOSITES
The TenCate Aerospace Composites market group achieved solid
revenue growth in 2011 as a result of the increased production volume
for the Airbus A380, the A350 and the Boeing 787. The growth of
volumes in aerospace composites had a positive effect on the capacity
utilisation rate, particularly in the Dutch production facilities.
TenCate Advanced Composites in the United States has transferred its
activities in Morgan Hill (California) to an adjoining site. Consequently
three sites are now concentrated at a single location, allowing more
efficient operation and providing 40% more production space. This
investment was prompted in part by growing demand for durable,
lightweight composite materials in both the traditional composites
markets (aerospace and space) and other industrial sectors. The new
site houses the production of thermoplastic composites, R&D
laboratories and offices. The Morgan Hill location mainly produces
composites for the aerospace industry. The carbon-free production of
radar domes, for example, has been expanded at this site. The Morgan
Hill site was also one of the recipients of a JEC Composite Innovation
Award 2011 for the use of thermoplastic composites in aircraft seats
from Cutting Dynamics. Positive developments arose from the long-
term supply contract with Boeing for components for the Boeing 787
Dreamliner. TenCate is also supplying composite materials – including
TenCate Cetex® – for other features of this aircraft.
REPOR T OF THE E XECUTIVE BOARD > Advanced Textiles & Composites>
Royal Ten Cate42
> REPOR T OF THE E XECUTIVE BOARD > Advanced Textiles & Composites
revenue trend. Expectations for the market as a whole remain
structurally positive. Developments in these markets should be viewed
over a longer period.
At the end of 2011, TenCate reached agreement to acquire the Danish
company ABDS ApS. This acquisition follows the successful testing
and simulations with the TenCate ABDS™ active blast countermeasure
system. These tests were carried out by TenCate Advanced Armour
and ABDS in collaboration with the Danish Defence Acquisition and
Logistics Organisation using improvised explosives on the vulnerable
underside of a 15-tonne armoured personnel transport vehicle with the
fully integrated TenCate ABDS™ active blast countermeasure system.
These targeted vehicle tests are an essential part of the actual
implementation of the system.
This acquisition has now been completed. The company is being
integrated as TenCate Active Protection ApS. TenCate’s full ownership
provides effective support for the market introduction through
manufacturers of army vehicles. The acquisition was completed after
the transaction was approved by the Danish authorities at the
beginning of 2012. The market implementation of the system will take
place in the course of 2012-2013. On the basis of the good results
obtained so far from the testing and simulations, it is clear that the
market has a definite interest in various vehicle programmes.
Innovative integration concepts have also been designed for a series of
combat and tactical military vehicles.
Ballistic protection systems were supplied for the second of three
Danish frigates in the Iver Huitfeldt class at the end of 2011. Thanks to
TenCate’s modular approach to armour production for armour solutions,
this was completed well within the specified time and budget. Here too
there was close collaboration with the Danish DALO. TenCate adopts
a modular approach to armour production and aims for flexible design
solutions. This is possible thanks to the TenCate Ceratego® and
TenCate Liba® ceramic armour systems. Both afford excellent
protection against a wide range of threats in a lightweight, modular
package. Due to the large number of projects for the protection of both
vehicles and naval vessels, the positive collaboration between the
Danish army and TenCate has been strengthened.
GENERAL PERFORMANCE OF TENCATE ADVANCED ARMOUR
The armour composites market in the United States was sluggish in
2011, although the sales volume continued to rise. There was some
price pressure, however, particularly in the field of personal protection,
which is more of a volume market. By contrast, developments in
Europe, where TenCate has been operating for a number of years
as a system integrator for vehicle armour, were positive. The vehicle
armour market is moving increasingly in the direction of new system
programmes. These systems are fully integrated into vehicles
(survivability systems) and the programmes usually have a turnaround
time of several years, as in the case of the major Eurocopter project
(NH90). The contract for this programme contributed positively to the
Innovation award for composite tipper
In March 2011 the Fiby composite tipper won the Innovation Award
in the transport category at the JEC Composites Show in Paris.
The international Innovation Award is considered to be one of the
most prestigious in the world of composites. The loading body will
be used to transport loose materials such as gravel, sludge, sand,
agricultural crops, animal feed, industrial waste and asphalt. The
benefits of synthetic material are its considerably lower weight and
its insulating properties. When the loading body is empty, the user
will save a lot of fuel, and a lighter body means the vehicle can
carry a heavier load.
Annual Report 2011 43
OUTLOOK FOR TENCATE SPACE & AEROSPACE COMPOSITES
AND TENCATE ADVANCED ARMOUR
TenCate is the market leader in the American and European markets
for vehicle armour based on lightweight composites. The longer-term
market outlook remains consistently positive. Annual sales of armour
products depend greatly on individual projects, for which governments
make budgets available. The armour systems activities for aerospace
are making a growing contribution to revenues.
TenCate Advanced Armour EMEA in Primarette (France) took
occupancy of a new production site in the second half of 2011. The
building has been specifically designed for the production of armour
composites for the aerospace industry, including in consultation with
Eurocopter. The Primarette site develops and manufactures both high-
grade aerospace applications and industrial applications (vehicle and
personal protection). Armour solutions for aerospace increasingly have
to be supplied on an integrated basis as ready-to-install kits
comprising various panels. This means design, storage, production and
service and support facilities have to be at a single site. This has also
led to the alignment of quality management systems within the group
in order to meet the high demands of aircraft manufacturers.
TenCate Advanced Armour and TenCate Protective Fabrics took the
initiative of organising an international conference in London on 23 and
24 May on the protection of military personnel in current and future
conflicts. The aim was to show how TenCate translates its commitment
to the protection of soldiers into protection solutions. TenCate
Advanced Armour presented its lightweight protection solutions in
September at Defence & Security Equipment International, the
international trade fair for defence and safety equipment, in London.
An advanced technology for the production of three-dimensional
armour based on TenCate Liba® was also exhibited, involving
composite-based armour solutions. These enable steel hinge
components in armoured vehicles to be replaced by lighter, stronger
composite materials. TenCate also demonstrated protection solutions
for various threats, such as anti-tank weapons and rocket-propelled
grenades (RPGs) and roadside bombs, lightweight solutions for
personal protection, flexible ballistic protection systems for vehicles,
modular and durable armour solutions for naval vessels and lightweight
ballistic protection solutions for aircraft.
Concentration of activities at
TenCate Advanced Composites USA
At the end of 2011, operations at three TenCate Advanced
Composites USA sites were brought together in a new production
annex office building in Fairfield (California). This concentration has
optimised operational management, allows further improvements in
product quality and cost efficiency and can support the expected
growth in the composites and aerospace market. TenCate Advanced
Composites USA manufactures composites and components for the
military and commercial aviation industry and satellites. One of
the improvements is the possibility of carbon-free production of
radomes (domes to protect radar antennas in ships and aircraft, for
example). The group also has carbon fibre-free production areas at
the Morgan Hill site.
ADVANCED COMPOSITES
Connected through the value proposition
In early 2011, a group of companies from the province of Overijssel, the Netherlands, recorded a world fi rst with the development of a lightweight composite tipping body for the transport sector. The new Kipper is lighter, stronger, more energy effi cient and quieter than the current metal tipping bodies.
The trailer will be constructed of different layers of insulating composites from TenCate. Composites are fi bre-reinforced plastics that are four to six times stronger than traditional materials, such as metal. These composite materials allow a signifi cant weight reduction to be achieved, which has a positive impact on the fuel consumption, range and payload of the truck. In addition, the composite laminate can also be used as an insulating layer, for example to maintain the temperature of hot tar in a trailer. This also saves energy.
Annual Report 2011 45
The armour projects usually form part of programmes to upgrade and
modernise army vehicles, in order to counter new threats and achieve a
greater degree of mobility. These programmes will continue to take
place in the future, partly in view of the trend towards offering a
higher degree of protection for troops in crisis areas and achieving
savings by means of modern, lightweight composites which reduce fuel
and other costs.
TenCate Protective Fabrics and TenCate Advanced Armour are
increasingly collaborating to raise the effectiveness of their
international marketing and sales. Collaboration in personal protection
has already proved effective in a number of cases.
There is also a positive trend in the structural demand for TenCate
composites in the civil aviation industry. This is partly a consequence
of the qualifications which the company has obtained. During the
current year, TenCate should continue to benefit from long-term
contracts with large international aircraft manufacturers. The outlook
for the military aviation market, and for satellite programmes, remains
positive.
REPOR T OF THE E XECUTIVE BOARD > Advanced Textiles & Composites>
> The longer-term market outlook for
vehicle armour based on lightweight
composites remains consistently
positive. <
>VALUE CHAINS SECTOR GEOSYNTHETICS & GRASS
(VALUE ADDED)RESELLERS
GEOSYNTHETICS
Weaving
gs
s
GEOSYNTHETICS
GEOSYNTHETICS
GEOSYNTHETICS
Wa
s
GEOSYNTHETICS GEOSYNTHETICS
s
END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS
ISO
900
1
FM H
PR (U
SA)
(VALUE ADDED)RESELLERS
GRASS
We
GRASS
We
GRASS
GRASS GRASS GRASS
END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS
ISO
900
1
ISO
140
01 (N
L)
FM H
PR (U
SA)
Safety assurance relates to:
Sustainability assurance relates to:
Quality assurance relates to:
SAFETY
SUSTAINABILITY
QUALITY
Annual Report 2011 47
FIGURES
Geosynthetics & Grass 2011 2010 2009 2008 2007
in millions of euros unless stated otherwise
Revenues 525.9 469.3 392.1 497.8 468.3
Operating result before amortisation (EBITA) 26.3 31.4 16.8 37.8 30.4
EBITA margin (%) 5.0 6.7 4.3 7.6 6.5
Operating result (EBIT) 20.8 27.7 13.8 34.8 28.3
Investments 12.2 9.9 9.0 29.0 44.9
Depreciation and amortisation 28.9 26.2 25.3 23.0 20.0
Net capital employed 429.5 380.8 332.7 427.4 354.8
Staff years at year-end 2,160 2,128 1,795 2,129 2,053
EBITA as percentage of average net capital employed 6.2 8.2 4.1 8.8 8.9
ACTIVITIES
The Geosynthetics & Grass sector consists of the following market
groups:
◾ TenCate Geosynthetics
Fabrics, grids and non-wovens for solutions and applications for
infrastructure projects and the environmental market, as well as
industrial fabrics for various applications, such as agribusiness,
sport and recreation.
◾ TenCate Grass
Synthetic turf components and systems for applications such as
football, hockey and other sports pitches, as well as landscaping.
In addition to the companies engaged in the production of fibres
and carpet backing (upstream activities), the Grass group
comprises a growing proportion of system development and
marketing businesses (downstream activities).
REVENUES AND RESULTS
The Geosynthetics & Grass sector showed a 12% rise in revenues to
€ 525.9 million (2010: € 469.3 million).
The operating result before amortisation of intangible fixed assets fell
by 16% to € 26.3 million (2010: € 31.4 million). EBITA fell partly as a
result of rising raw material costs in TenCate Geosynthetics in the first
half of the year (Middle East crisis) and the excessively low rate of
capacity utilisation in the upstream activities of the Grass group.
The geosynthetics activities as a whole put in an excellent
GEOSYNTHETICS & GRASS
TenCate GeoDetect™ solutions Dewatering and filtration technology Biopolymers
BUSINESS MODEL OF THE GEOSYNTHETICS MARKET GROUP
Continuing development of new products (innovation awards)
Focus on water management, environment and infrastructure
Economies of scale (volume products) Cost leadership
END-USER MARKETING INNOVATION
PRODUCT DIFFERENTIATION COST LEADERSHIP
Alliances with market participants Local collaboration with partners in emerging markets
Geographic spread of distribution Positioning of sustainability (water management, environmental solutions, low carbon footprint).
Development of relationships in the Chinese market
Alliances with market participants (downstream activities)
Geographic spread of distribution Positioning and advantages of the sustaina-bility aspect (water management, recycling)
Increased quality awareness of end-markets Market positioning (GreenFields, Edel Grass, TigerTurf)
Relationships with sports federations
System components ‘Powered by TenCate’ Optimum support from downstream activities for development of new system concepts
Reduction of total cost of ownership of sports pitches
Economies of scale Cost leadership
Fourth-generation developments Weaving technology Biomechanical characteristics (research project with third parties)
Product and system warranties
BUSINESS MODEL OF THE GRASS MARKET GROUP
END-USER MARKETING INNOVATION
PRODUCT DIFFERENTIATION COST LEADERSHIP
Royal Ten Cate48
> REPOR T OF THE E XECUTIVE BOARD > Geosynthetics & Grass
This also gives rise to logistical and pricing advantages. The market
group has three business units: infrastructure, water & environment
and industrial fabrics.
TenCate aims for a system approach focused on solutions.
Geosynthetics form part of the overall structure and deliver functional
added value. The marketing of more complicated system solutions can
often be accelerated with strategic partners. For example, TenCate has
been co-operating technically and commercially since the beginning
of 2010 with Roctest, the world’s largest manufacturer of fibre optic
sensors for civil engineering. This enables customers to benefit from
innovative solutions in real-time monitoring with geotextiles. It
provides detailed information on possible deformations: displacements,
soil erosion, settlement and other changes in features such as inclines,
slopes, walls, roadways and railway and dyke bodies.
SUSTAINABILITY
The market is devoting increasing attention to the positive
environmental aspects of geosynthetics. The use of environmental
arguments and the reduction of negative environmental effects are
therefore receiving greater emphasis in the promotion, design and
specifications. TenCate Geosynthetics endeavours to convince civil
engineering and water management customers of the positive impact
of geotextiles on sustainability thanks to their limited CO2 footprint.
Alternatives to TenCate geosynthetics are usually traditional materials
such as concrete, stone and steel, which often have to be transported
over long distances. In the case of geosynthetics, by contrast, locally
available materials (sand, sludge) are used. In the case of land
reclamation (hydraulic filling with sand) there is usually considerably
less need for dredging. That has positive environmental effects. The
R&D department is working on future bio-based products. The first CO2
footprints for TenCate and competing products became available in
2011 following the introduction of a product ecotool. Customers are
responding enthusiastically to this development.
GENERAL PERFORMANCE
TenCate Geosynthetics achieved strong organic revenue growth
worldwide in 2011. This was partly due to the introduction of new
products in markets for soil stabilisation and strengthening and
growing demand for sustainable environmental concepts, water
management and maritime solutions. The market share increased
performance in 2011. The EBITA margin of the Geosynthetics & Grass
sector fell to 5.0% (2010: 6.7%). This margin is well below the required
level (minimum 10%).
TENCATE GEOSYNTHETICS
MARKET POSITION AND STRATEGY
TenCate is the world’s largest producer of high-strength geosynthetics
(grids, liners, fabrics and non-wovens) for infrastructure, the
construction industry and the environment. The portfolio also
comprises materials (industrial fabrics) for applications in the
agriculture, horticulture and leisure sectors. On the basis of the
business model, TenCate operates close to the market with production
sites in Europe, the United States and Asia.
TenCate Polyslope® system provides
avalanche protection
An avalanche barrier has been built north of Innsbruck (Austria)
made up of five parallel concrete discs flanked on both sides by
reinforced slopes made of TenCate geosynthetics. This structure
breaks the force of avalanches and regulates the large volume of
meltwater in the spring. The avalanche barrier is 23 metres high
and has a 22-metre-wide base. Traditional solutions are not cost-
effective; the costs of such a structure and the transportation
of building materials in this difficult terrain would be too high.
Moreover, a natural look is preferable. TenCate Polyslope® is an
environmentally friendly and attractively priced system that allows
rapid growth of vegetation.
Annual Report 2011 49
economic developments during the reporting year. Activities are
increasing in the major infrastructure project market (civil engineering)
and the environmental market.
In China the production facilities in Zhuhai became fully operational in
2011, allowing the start-up of exports to the United States and
providing a basis for the further development of the Chinese market.
New initiatives were taken to further develop the market in South
America.
worldwide. Revenues trended positively across all continents, with
increases in the relative share in South America and Asia. The
detrimental impact of rising raw material costs in the first half of the
year was absorbed by price rises.
The Geosynthetics group focuses actively on product development and
a solution driven approach to the market. The TenCate Geotube® and
TenCate GeoDetect™ systems in particular are gaining traction as
end-users are now devoting increasing attention to CO2-friendly,
sustainable environmental solutions and detection systems (leak,
erosion and deformation control). This is a worldwide trend. Another
important part of the strategy is the exchange of products and system
solutions between the various geographic regions.
It was a positive year in many respects for the activities in the United
States. Demand was higher than expected. Earnings therefore rose
relatively strongly, as a result of cost measures in previous years.
On the basis of the strategy, the needs of new and existing markets
were met proactively through an efficient organisation and with new
products, solutions and systems. The market share grew further
as a result.
TenCate Geosynthetics (Georgia, US) has been working on new
materials for a number of years under the TenCate Mirafi® RS580i
label. The geosynthetic material has a new weaving pattern, is even
stronger and has an improved drainage function. The patented material
is multifunctional.
The European market experienced positive growth. The TenCate
Geosynthetics production site at Nijverdal entered service at the
beginning of April, after which TenCate scaled down production at
Almelo. These were important steps forward in terms of production
efficiency and logistics.
As an integral part of the Asia strategy, TenCate’s position in the Asian
markets was considerably strengthened when the acquisition of Emas
Kiara Industries in Malaysia was completed in March 2011. Emas Kiara
Industries is a major producer and supplier of a wide range of
geosynthetic products and solutions. Its primary focus is on the Asian
markets. Although the acquisition involved initial integration and other
costs, the company was able to benefit immediately from the positive
TenCate Polyfelt® provides a solid base
for railways
TenCate Polyfelt®, a geotextile separation material, was used in
the renewal of the rail track near Bodegraven in October 2011. The
rail network operator used the longest railway machine in Europe
for this project. Over a length of one kilometre, the 1,200-metre-
long train lifted the rails and immediately excavated the existing
subsoil in three layers. The removed soil was immediately cleaned,
sifted and deposited on the automatically laid TenCate Polyfelt®.
This separation material has been certified by ProRail for use under
the ballast bed. The result is a structural solution with minimal
impact on the environment.
GEOSYNTHETICS
TenCate Geosynthetics has had a mathematical model developed which enables carbon footprints to be compared. The footprint of TenCate Geotube® systems for sludge dewatering or land reclamation is compared to competitive solutions.
A carbon footprint refl ects the emission of greenhouse gases by a product or system solution at each stage of its life. This includes the extraction and transportation of raw materials. The production and distribution as well as the use and eventual removal or recycling are also included in the calculations. This product eco-tool uses the data from suppliers, production locations of TenCate Geosynthetics worldwide and installers of the products.
The tool offers project owners, architects and developers a specifi c indication of the use of TenCate solution compared to others. Together with the end-users and installers in the area concerned an assessment can be made of how to reduce the carbon footprint of a project already at the design stage by using alternatives. Through the smart combination of two local projects in Zutphen, the Netherlands, a high level of CO2 emissions from transport has been prevented. Connected through the value proposition
SUSTAINABILITY
• Product eco-tool reveals carbon footprint• Project solutions can easily be compared• Complete life cycle analysis helps to reduce carbon footprint • TenCate Geotube® is a highly sustainable solution with a low carbon footprint
Annual Report 2011 51
Asian markets. Further co-operation is being sought with international
and large (regional) engineering firms and mining companies.
TENCATE GRASS
MARKET POSITION AND STRATEGY
The Grass group has a leading market position worldwide (fibres and
backing) in synthetic turf systems. TenCate is almost at the beginning
of the value chain. The strategy is being continuously reinforced in all
cornerstones of the strategic framework (value chain management).
The industry is in a phase in which the demand and supply side of
the market are developing strongly. Downstream consolidation is
taking place in the sector as a result of higher quality requirements
among various end-users, the greater importance of research and
development, high certification costs, environmental and sustainability
requirements and tight availability of bank financing.
TenCate conducts an active strategic policy in order to maintain
a leading position in terms of market share and technology. With
production sites in the Netherlands, Dubai and the United States,
TenCate has deployed its production facilities cost-effectively, with the
emphasis on volume production in the Middle East, and the logistical
lines to the market are short. Within this strategic policy, TenCate also
leads the way in entering into partnerships with key providers of
synthetic turf systems. This allows optimum fulfilment of the end-user
marketing cornerstones of TenCate’s business model.
Interests in downstream activities (marketing and installation
companies) are increasingly being integrated and costs shared (chain
integration). TenCate thereby combines expertise in the development
and production of synthetic turf fibres and carpet backing, as well as
research and development in the field of sport characteristics, with the
knowledge of system developers and installation companies. The aim
is to improve the quality, playing characteristics and durability of
synthetic turf pitches. The alliances with market participants are giving
rise to joint technological and other developments and reductions
in the time to market. The acquisitions in 2011 of shareholdings in
GreenFields and Hellas Construction fit in with this policy. In order
to strengthen the quality image, co-branding takes place with the
overarching TenCate® corporate brand.
The proactive exchange of products and system solutions between the
various geographic regions leads to TenCate Geosynthetics being
involved in highly attractive projects worldwide. The following are
examples:
◾ Three types of geosynthetics, from TenCate’s production sites at
Linz (Austria), Bezons (France) and Almelo (Netherlands) have been
used in the extension of the runway at Ain Arnat airport in Sétif
(Algeria). The work involved the delivery of a durable, cost-
effective solution with technical support.
◾ The Volgermeer Polder in the Netherlands, which was once a
landfill site for heavily polluted waste, has been cleaned up and
turned into a nature reserve. This is the largest soil remediation
operation in Dutch history. With the aid of TenCate Geotube®,
clean sludge was converted into a natural cap (a layer of clean soil)
on top of the seal. TenCate GeoDetect® is used to monitor the seal
on the waste in one of the basins that were created on top of the
natural cap.
◾ A large-scale project is being carried out at the former Kai Tak
International Airport in Hong Kong. After two successful trials of
TenCate Geotube®, work began in mid-December to remove and
clear 140,000 m³ of polluted sludge with the aid of this technology.
TenCate is supplying a large volume of TenCate Geotube®
containers for use in this project, which is due to be completed
at the end of June 2012.
TenCate Geosynthetics North America received two IFAI Awards from
the Industrial Fabrics Association International (IFAI) at IFAI Expo
Americas in Baltimore (Maryland, USA) in October. TenCate Mirafi®
H2Ri received the Innovation Award in 2011. A project in China with
a supporting wall based on TenCate Mirafi® PET fabric received the
Award of Excellence. TenCate Geosynthetics has received the
Innovation Award six times in the past seven years.
OUTLOOK FOR TENCATE GEOSYNTHETICS
TenCate Geosynthetics expects further growth in activities in 2012.
At the beginning of January 2012, TenCate Geotube® technology
was selected for the largest dredging project ever carried out in
the United States. Growth is expected on all continents, however,
in infrastructure projects and as a result of new products and
applications for water management and the environmental market.
In particular, there are high expectations for the South American and
REPOR T OF THE E XECUTIVE BOARD > Geosynthetics & Grass>
Royal Ten Cate52
> REPOR T OF THE E XECUTIVE BOARD > Geosynthetics & Grass
The technology component has also been strongly developed within
the Grass group. TenCate has a large number of valuable formulations
and patents in the field of fibre and process technology. Formulations
are developed in-house which give fibres high wear resistance and
make them flexible and resilient. As a result, fibres in sports pitches
remain upright longer, leading to an improvement in both playing
characteristics and appearance.
In 2011 TenCate Grass introduced the 3D weaving technology
developed by TenCate. This opens the way to recyclable and fully
integrated synthetic turf systems, whereby greater functionality can
be introduced into the top layer.
Such concepts also have a positive effect on the costs of installation
and reinstallation. That also contributes to sustainability, since the
whole product is produced from the same type of raw materials,
allowing easier recycling. That means the environmental impact in
particular can be greatly reduced.
Constant attention is devoted to the safety of sportsmen and women.
TenCate is one of the 11 partners in Skin Comfort, a project bringing
together organisations such as Radboud University Nijmegen Medical
Centre, API, Philips Consumer Lifestyle and the University of Twente.
This consortium investigates the interaction between materials and
the skin across a wide range of applications. TenCate is looking
specifically at the interaction between players and synthetic turf
(injury prevention). The results provide a good basis for further product
development.
The use of synthetic turf offers new possibilities in the field of water
management. At the opening of the Open Innovation Center for
Advanced Materials (OICAM) in Nijverdal, TenCate and Pentair X-Flow
introduced GreenSource, the first demonstrator created as a result of
open innovation. This project involves a combination of a TenCate
synthetic turf system and Pentair X-Flow filtration technology. This
makes it possible to generate drinking water worldwide both in sports
complexes and from landscaping with synthetic turf, particularly in
areas dominated by water shortages or having only polluted water
available.
By maintaining partnerships, TenCate Grass aims to achieve optimum
geographic coverage with a broad product portfolio based on a
differentiated brand policy for all sports and landscaping markets, thus
ensuring that a direct relationship is maintained with end-users
(consumers, sports associations, local authorities, etc.).
SUSTAINABILITY
Quality guarantees throughout the chain are of great importance,
because there is growing quality awareness in the market. Close
co-operation also contributes to environmentally friendly and
sustainable concepts, as well as the recycling of sports pitches.
TenCate XQ™ technology for recreational
and top-flight sport
Synthetic turf sports pitches based on TenCate Grass components
are ideal for both recreational and top-flight sport. In 2011 the
Christian Unified School District of San Diego (California, USA)
and the Ralph Wilson Stadium in Orchard Park, Buffalo (New York,
USA) installed synthetic turf pitches based on TenCate XQ™. This
patented technology gives the synthetic turf fibre optimum strength
and wear resistance. The combination of this technology and the
synthetic turf fibres used – TenCate Monoslide Ultra™ and TenCate
XP Blade™ – offers the best of both worlds. The result is a surface
with optimum, durable playing characteristics that looks like a
natural grass pitch in top condition..
Annual Report 2011 53
The provision of product or system warranties is part of the value
proposition.
In the United States, TenCate substantially increased the production
capacity at Dayton by adding an additional production line for its most
durable synthetic turf product, TenCate XP Blade™. TenCate can now
meet the worldwide structural growth in demand for these wear-
resistant synthetic turf fibres. TenCate XP Blade™ is manufactured
according to a unique process developed by TenCate. TenCate is the
only supplier in the world to offer an optional five-year warranty on the
wear-resistance of TenCate XP Blade™, regardless of the number of
hours of use. This is a logical consequence of the comprehensive chain
integration with system partners and other participants. This enables
the entire process of supplying a synthetic turf system to be carried
out under optimum quality control.
In this connection, the first TenCate Performance Warranty™ certificate
was issued to a Dutch football association through Edel Grass in April.
This certificate was the result of an agreement which TenCate Grass
entered into in 2010 with the certifying body INTRON to issue a
performance warranty (backed by Allianz) for synthetic turf systems at
FIFA 2 Star level. INTRON certifies manufacturers of synthetic turf
systems in respect of their quality control. FIFA 2 Star is the
performance level which the football federation has defined for top-
flight competitive football. Oranjewoud Realisatie is also participating
in this warranty system.
Multifunctionality also provides added value, because it increases the
possible uses. Clubs and schools, etc. therefore have to invest less
money in sports facilities.
At the end of 2011, GreenFields successfully installed its first FIFA- and
IRB-certified dual-use synthetic turf pitch in China at the prestigious
Western Academy of Beijing. A GreenFields dual-use pitch (for football
and hockey) at the Father Agnel School in Mumbai has been selected
by the All India Football Federation (AIFF) and FIFA as the basis for one
of the first national football academies in India.
The US Army has installed a GreenFields synthetic turf pitch at the
former Olympic Stadium in Kabul. The renovated stadium in the Afghan
capital is a symbol of progress now that NATO troops are increasingly
withdrawing from the country, and in particular it serves to encourage
The sports market is currently the main market in synthetic turf. The
landscaping market is nevertheless growing strongly and ultimately
has equivalent if not greater potential. Reduced maintenance and
environmental factors (savings in the consumption of water, artificial
fertiliser and pesticides) are important reasons for the acceptance of
synthetic turf in gardens and public green spaces.
During the reporting year, the sponsorship agreement between
TenCate Grass and the Cruyff Foundation was extended for three
years. One of the foundation’s initiatives is the international rollout
of Cruyff Courts, synthetic turf plots in urban areas. There are now
over 100 such courts in The Netherlands and several dozen in other
countries.
GENERAL PERFORMANCE
The revenues of the Grass group recorded an organic decrease of 16%
during the reporting year compared to 2010. This was partly due to the
general decline in the market volume in synthetic turf, particularly in
the United States and Southern Europe, and the termination of a large
supply contract. Although new market participants joined the
downstream activities in 2011, it was not immediately possible to
absorb the loss of revenues. The downstream activities of TenCate
Grass in the synthetic turf market showed revenue growth partly due
to acquisitions. The decrease in the volume of revenues led to a sharp
fall in earnings.
The synthetic turf activities witnessed a continuing market
consolidation and strategic repositioning in 2011. The focus within
TenCate Grass is shifting from fibre production to the supply of
synthetic turf systems for the sports market and landscaping.
A development process began at the start of 2011, in order to increase
the effectiveness of the integrated distribution activities in the
synthetic turf market. The implementation of the strategy should lead
to an improvement in results.
The situation in the financial markets and the tightening of local
authority budgets in the market as a whole led to restraint in the
awarding of contracts for synthetic turf projects during the reporting
year, particularly in the United States and Southern Europe. The long-
term trend is nevertheless positive. The acceptance of synthetic turf,
partly driven by lower maintenance costs and water scarcity, is an
irreversible process.
GRASS
Since August 2011 the American football team the Buffalo Bills of the NFL has been playing its home games on one of the most technically advanced synthetic turf pitches in the United States of America. The pitch was installed in the Ralph Wilson Stadium in Orchard Park by A-Turf Inc from Buffalo (New York), who opted for TenCate XP Blade™ and TenCate Monoslide™ Ultra synthetic turf fi bres with TenCate XQ™ technology.
The combination of the two fi bres offers unsurpassed durability and playability, while providing a natural appearance that is second to none. This blend is a great leap forward in synthetic turf technology, as it combines the best of both worlds by ensuring a groundbreaking synthetic turf system that not only looks great, but also performs at the highest level in American football.
Connected through the value proposition
Annual Report 2011 55
women’s football. If the pitch is approved by FIFA in the near future, it
will be possible to use it for international competitions from as early as
this year.
Clubs in the English Football League are now also increasingly calling
for the installation of synthetic turf to be permitted. Now that the
GreenFields pitch at the Scottish club Stenhousemuir has received the
FIFA 2 Star certificate for the sixth year running, English clubs are
becoming aware of the major advantages of a synthetic turf pitch, such
as predictable playability and playing characteristics, low water
consumption and maintenance.
In the United States, leading installers such as Hellas Construction and
A-Turf chose TenCate to develop attractive projects such as the first
NFL pitch. The combination of technology and fibres is a leap forward
in synthetic turf technology and offers not only high durability and
playability but also an unrivalled natural appearance.
OUTLOOK FOR TENCATE GRASS
As a result of tighter government budgets, volumes of synthetic turf in
the global market are not set to show any significant rise in the short
term, although there will be regional differences. TenCate’s presence
in the entire world market is an advantage. The main challenge
TenCate Grass faces in the short term is controlling costs and
implementing the differentiated market strategy based on brands and
geographic areas. The Grass group will take further organisational
measures to improve results in the short term.
Further acceptance of synthetic turf as a real alternative to natural
grass in sport, with football as the main growth market, will ensure
steady growth in the market.
REPOR T OF THE E XECUTIVE BOARD > Geosynthetics & Grass>
Since mid-2011 Xennia Technology has had at its disposal a specifi c application of inkjet technology for the textile sector. The Xennia Osiris machine is an addition to the developments within Xennia and is complementary to the digital fi nishing solutions already available.
Inkjet technology for continuous production processes delivers a fast response time, end-user-specifi c products and a reduction in inventory and production costs. The Xennia Osiris machine has been operational at Vishal Fashion in India since early 2011. Large volumes of more than ten kilometres in length are printed on it as fashion fabrics in small, medium and large runs. The company has a business model based on rapidly changing collections that are inspired by the fashions seen in current television fi lms and in movies.
Parent company TenCate is working as launch customer on the development of inkjet coatings on technical textiles.
Connected through the value proposition
Xennia Osiris
Annual Report 2011 57
KEY FIGURES
Other activities 2011 2010 2009 2008 2007
in millions of euros unless stated otherwise
Revenues 74.5 66.8 52.7 53.8 67.4
Operating result before amortisation (EBITA) 5.9 9.8 – 7.0 – 3.9 2.4
Operating result (EBIT) 4.1 8.3 – 8.1 – 3.9 2.4
Investments 5.2 6.9 4.1 7.3 1.0
Depreciation and amortisation 3.7 3.5 3.2 1.7 1.9
Staff years at year-end 611 624 670 657 729
* Including exceptional items.
ACTIVITIES
In addition to Holding & Services, the Other Activities sector comprises
◾ Xennia Technology
Specialist inkjet technology for industrial applications, such as
the printing, coating and finishing of materials.
◾ TenCate Enbi
Technical rollers and components particularly for printers, copiers,
fax machines, postal sorting machines and automated teller
machines.
REVENUES AND RESULTS
The revenues of the Other Activities sector (inkjet technology,
technical components and Holding & Services) amounted to
€ 74.5 million (2010: € 66.8 million). EBITA amounted to € 5.9 million
(2010: € 9.8 million). The decrease in EBITA was caused by a slight
decrease in the results from both TenCate Enbi and Xennia Technology,
as well as by lower EBITA at holding company level.
XENNIA TECHNOLOGY
MARKET POSITION AND STRATEGY
Xennia Technology ltd of the UK (79%) specialises in the development
of industrial production processes based on inkjet technology. Xennia
combines technology (hardware solutions) with operating systems
(software) and its own ink formulations to create industrial production
systems. The company focuses mainly on textile printing and finishing,
decoration and coating of materials, the packaging industry, printed
electronics and medical applications. This represents a revolution for
TenCate in the field of coatings and textile finishing, because
functional characteristics can be applied to materials on a nano scale.
*
This is an entirely new process in the treatment of technical textiles.
This technology is therefore gradually being introduced into TenCate’s
production process, initially in the TenCate Protective Fabrics market
group.
The technology offers major progress in reducing the consumption of
energy and raw materials, as well as in the accuracy of the process
(controllability and quality). Other advantages are the individualisation
of volume products (mass customisation) and product innovation.
With the forthcoming introduction of digital finishing by means of
inkjet technology, a growing number of sustainability features can be
added to technical and other textiles in the next three to five years,
particularly outdoor and protective fabrics, such as active self-cleaning
and energy-generating capabilities.
GENERAL PERFORMANCE
Considerable progress was made in the development of the ceramics
market in 2011. The main sales area is China, where ceramic tiles are
printed for interior use. The ceramics industry is using this technology
both to improve products and to achieve major cost savings by
digitising the process.
Although revenues grew, earnings lagged far behind, partly due
to continued relatively high development costs. Ink sales continued
to lag behind because the necessary installed base of technology
applications has not yet reached the required size. This is a gradual
process. Work has been carried out jointly with TenCate technologists
on new textile printing and finishing processes.
OTHER ACTIVITIES
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> REPOR T OF THE E XECUTIVE BOARD > Other activities
OUTLOOK FOR TENCATE ENBI
TenCate Enbi has already provided information on the growth
opportunities in the Asian market. Relationships with producers are
developed on the basis of product qualifications. These qualification
processes may be lengthy. The initial results of this are now becoming
evident, and attractive opportunities are emerging in the Asian market.
By contrast, developments relating to end-of-life products will cause
the respective revenues to decrease or come to an end. TenCate Enbi
is factoring in a further reduction in revenues from major US
relationships. The main growth is expected to be achieved at the
Chinese site.
POST BALANCE SHEET EVENTS
There are no event subsequent to the reporting date requiring
commentary.
OUTLOOK
In the years ahead, Xennia Technology will be an important technology
partner that generates solutions with industrial partners in the field of
inkjet technology. Xennia has formulated a growth strategy focusing on
a number of niche markets, including textiles, in which TenCate is one
of the main launch customers. The first tangible results of this are
expected in the current reporting year.
TENCATE ENBI
MARKET POSITION AND STRATEGY
TenCate Enbi develops and produces technical rollers and components
based on rubber and foam technology for paper transport and image
transfer in printers, copiers and fax machines, as well as for postal
sorting machines and automated teller machines. The products have
to meet strict qualification requirements with regard to technical
characteristics.
TenCate Enbi occupies an important position as a leading supplier to
major European, American and Asian printer and copier manufacturers.
In addition to the office market, TenCate Enbi serves niche markets,
such as postal sorting machines, ATMs, photo printers and insulation
(foam-based products). A strong development capacity is an important
precondition for success in this market, which increasingly has shorter
production cycles.
GENERAL PERFORMANCE
The market in which TenCate Enbi operates remained fairly stable
overall. TenCate Enbi recorded a decrease of approximately € 4 million
in revenues, mainly due to the reduction in the volumes sold to larger
customers. The site in China (Zhuhai) is obtaining a growing number
of qualifications for components for Asian printer and copier
manufacturers. Following the earthquake in Japan, which forced
Japanese manufactures to locate their production elsewhere,
TenCate Enbi in Zhuhai also received orders from Japanese producers.
Preparations have been made to concentrate all Asian activities
in Zhuhai.
> Inkjet technology offers major
progress in reducing the consumption
of energy and raw materials and
in the accuracy of the process. <
Annual Report 2011 59
With a more even distribution of sales of TenCate Defender™ M
products, a different picture is expected in 2012 compared to 2011.
The performance in the first half of 2012 will therefore not be
comparable to that of 2011.
Partly in view of a number of multi-year contracts and larger projects
which were initiated or already in the portfolio, TenCate expects its
result for full-year 2012 to be at least in line with that of 2011, barring
unforeseen circumstances.
OUTLOOK
TenCate operates predominantly in growth markets. Although
government spending will remain squeezed in 2012, it is expected that
the positive market trends for TenCate will remain intact and will
continue.
The first half of 2011 was very strong, mainly due to catch-up demand
from the US Army for TenCate Defender™ M products. Sales of TenCate
Defender™ M in 2012 will be lower due to the gradual reduction in the
number of US troops in Afghanistan.
This reduction is expected to be offset by new projects for the US
Army and revenues in markets outside the United States are expected
to show continued growth. A large number of new wearing trials for
armies outside the US were started in 2011.
The positive developments in complementary markets (security
services, industry) for both TenCate Defender™ M and TenCate
Tecasafe™ Plus will also contribute to the further growth.
The growth in sales of composites for the aerospace industry will
continue. This market is largely based on long-term contracts.
The geosynthetics activities are similarly expected to show continued
growth, and further market development is being pursued in emerging
markets (BRIC countries).
The Grass group will take further organisational measures to improve
results in the short term.
The greater commercial focus at Xennia Technology is intended to
accelerate the growth in earnings.
No significant contribution is yet expected during the current year from
the TenCate ABDS™ active blast countermeasure system. A period of
technical and logistical preparation will have to take place before such
a system is used in vehicle programmes. There is nevertheless great
interest in this system in the defence market.
High-speed inkjet technology
TenCate has gained access to a specific inkjet technology
application for the textile sector. The Osiris machine supplements
the developments at Xennia Technology and complements the
solutions Xennia can provide. Inkjet technology for continuous
production processes means fast response times, end-user-specific
products and lower inventory and production costs. The Osiris
machine has been in operation at Vishal Fashion in India since early
2011. It is used to print large volumes of fashion fabrics (over 10
kilometres) on a daily basis. TenCate is currently working on the
development of inkjet coatings on technical textiles as a launch
customer.
Royal Ten Cate60
◾ End-user marketing
Further expansion and intensification of TenCate brand awareness
and brand perception by making greater use of social media and
individualised and interactive provision of information. Clear
communication on sustainable value propositions, making use
of the various media.
◾ TenCate’s positioning as a solutions provider in the automotive
market
As part of the policy of prioritising growth in the composites
businesses, close attention will be devoted to the current
developments in the automotive industry. TenCate occupies a
leading position in thermoplastic composites. The automotive
industry is on the verge of a technological revolution involving the
use of new composite materials. This need has arisen primarily
from government regulations aimed at annual reductions in CO2
emissions from vehicles. The industry therefore has to develop
innovative, lightweight concepts, which require adjustments
to the design and manufacturing process.
A discernible trend is under way in the aerospace and automotive
industries towards project-based co-operation with the aim of
reducing the costs of composites and making materials more
suitable for industrial processes. By participating in various
industrial networks, TenCate aims to become part of the required
solutions with its aerospace background.
◾ Embedding of inkjet technology in the TenCate Protective Fabrics
production process
The first production runs for specific print applications will take
place in 2012 at the production site in Nijverdal (Netherlands).
Work will also start on the establishment of the finishing
department (coatings) for production based on inkjet technology.
Actions for 2012
◾ Using indicators to highlight sustainability aspects
As a follow-up to earlier initiatives in 2011 and previous years,
2012 is expected to see a large number of CSR initiatives centred
on making performances measurable at both process and product
level. A collective approach is being supported by the holding
company. Using selected GRI standards, quality data are being
obtained from market groups worldwide based on key performance
indicators that are mutually comparable. This will provide a more
comprehensive overview at group level.
◾ Organisational embedding of new profit sources and development
of system concepts
The development of new sources of future profit and the
conceptual development of systems and solutions for end-users
require organisational expansion or adjustment in some areas.
This may initially involve costs. The system approach can be
focused on providing a functional solution against the background
of a sustainable concept. An example of this is the GreenSource®
concept which TenCate has developed with partners and which
links sport played on synthetic turf to sustainable water
management. Another example that can be mentioned in this
regard is the TenCate ABDS™ active blast countermeasure system,
which is entering the commercial phase in 2012. This is not
expected to make a significant contribution in the current financial
year.
◾ Continuation and completion of network integration
in the synthetic turf market
This process, which has taken a number of years, is expected
to be completed in 2012, providing a basis for a profit recovery.
The market participants associated with TenCate will work
closely together to provide optimum service for the market with
a segmented offering of systems for a wide range of sports
pplications and landscaping. Based on the quality image of
the TenCate brand, the parties will operate under their own brand
in specific geographic markets.
Annual Report 2011 61
Corporate information
CORPORATE GOVERNANCE
The Supervisory Board and the Executive Board endorse the main
corporate governance principles, in the form currently applicable
to Dutch listed companies operating internationally.
The corporate governance structure is based on the voluntary
application of the two-tier board structure. The main elements of
this are:
◾ The financial statements are adopted by the general meeting
of shareholders;
◾ Supervisory directors are appointed by the general meeting
of shareholders on the basis of nominations by the Supervisory
Board. The profile of the members of the Supervisory Board is
first discussed at the general meeting of shareholders at the time
of adoption and on each subsequent modification;
◾ The general meeting of shareholders and the works council can
recommend persons to the Supervisory Board for nomination
as supervisory directors;
◾ With an outright majority of votes, the general meeting of
shareholders representing at least one-third of the issued share
capital may reject the nomination by the Supervisory Board;
◾ The members of the Executive Board are appointed by the general
meeting of shareholders on the basis of a binding nomination by
the Supervisory Board.
No changes or adjustments were made to corporate governance within
TenCate in 2011. Consequently, for the full corporate governance
documentation we refer to the TenCate website, the report of the
Supervisory Board appearing on page 20 and the 2011 remuneration
report, which can also be found on the TenCate website.
SWOT ANALYSIS
TenCate has for a number of years provided an outline of the SWOT
analysis in its annual report. This analysis is a permanent feature of
the internal strategic framework, in which each market group draws
up a SWOT matrix for each continent. The points included in this apply
to TenCate as a collective group. On the basis of the SWOT matrix,
a confrontation matrix is drawn up for each market group, as shown
on pages 33 and 47.
In addition to the fact that indicated improvement points are tackled on
an ongoing basis and actions are undertaken to address threats, the
SWOT analysis is part of a gradual process of refinement and control.
Since full details of the formulated SWOT analysis can be found in
the 2010 annual report, only a point-by-point summary of the main
components is provided here.
◾ The strength of TenCate
◾ The strength of the TenCate® corporate brand with the following
core values: innovative, solution-focused, high-quality and reliable.
The TenCate corporate brand is a connecting factor linking the
various market activities. The recent media focus on TenCate
Defender™ M and the TenCate ABDS™ active blast countermeasure
system has made a strong positive contribution to the TenCate®
brand.
◾ Competitive position based on economies of scale, technology
development and innovations (IP), the broad technological basis
and global presence in markets and diversified access to the
commodities market.
◾ Market leadership in niche markets.
◾ Improvement points
◾ TenCate is an organically growing company which has gained an
increasingly international character over the years. The process of
transformation from a production-dominated company to a market-
driven solution provider makes additional demands on employees.
An advanced management development programme is required in
order to keep the organisation in step with developments and
anticipate the future.
◾ The growth process has been accelerated by applying a greater
focus and strengthening the local presence in growth markets.
The achievement of the associated revenue growth is a gradual
process.
◾ Value chain integration in the synthetic turf activities is also
a point of attention in 2012. The aim is to increase the return
substantially, partly by further implementation and optimisation
of the downstream activities coupled with an optimisation of
component production (fibres and backing) and the associated
capacity utilisation.
◾ The generation of profitable revenues from previous (capitalised)
developments at Xennia Technology, with the aim of strengthening
the marketing and sales activities.
Royal Ten Cate62
> CORPOR ATE INFORMATION
◾ Challenges
◾ TenCate faces major challenges over the next five years in its aim
of growing to an indicative revenue level of approximately
€ 2 billion. This will entail inevitable organisational challenges.
◾ As a producer of materials, there is a close relationship with
production processes in later links in the value chain and with the
ultimate design of the end-product. The challenge for TenCate is
to choose such a positioning in the value chain that this results in
a sustainable profit model in the longer term. The transformation
to a solution-focused organisation means that operations
increasingly have to take place in network structures, requiring
new skills on the part of the organisation. An organisation which
adopts a market stance based on a new dimension may
substantially change the company’s image.
RISK MANAGEMENT
Enterprise entails risks. Because TenCate operates in different
markets, the company also faces varied risks in each market.
TenCate aims to identify and control these risks as early as possible.
Risk control models have therefore been developed, which are updated
and discussed with the group management at least four times a year.
The risk control and supervision measures are aimed at early
identification of these risks.
The main risks and the applicable risk control models are described
briefly below. A full description of the risk management can be found
on the TenCate website.
STRATEGIC RISKS
In order to assess the strategic risks, TenCate uses a business
model based on four cornerstones: end-user marketing, product
differentiation, technological innovation and cost leadership.
An analysis of this model enables TenCate to carry out a clear and
rapid assessment of the company’s strategic position and to adjust it
accordingly. A second model used is the SWOT analysis. This analysis
is also used as a basis for agreements with the management on
measures to reduce risks.
◾ Opportunities
◾ The continuing attention devoted to technological developments
and product differentiation focused on new and existing market
requirements leads to a constant stream of opportunities. Product
developments such as TenCate Defender™ M and TenCate
Tecasafe™ Plus are good examples of this. Business development
has been embedded more strongly in the organisation since 2010.
◾ The new aerospace armour production plant opened at the end of
2011. After the initial long-term project with Eurocopter, other
producers have also signed up for armour projects. TenCate
combines its capacities as an aerospace company with those in
vehicle armour, generating substantial added value.
◾ Developments in new geographic markets provide opportunities
for TenCate and can offset possible cyclical declines in certain
traditional markets.
◾ Threats
◾ As a result of growing uncertainties in the financial markets, the
supply of credit may come under renewed pressure. TenCate will
maintain an ample safety margin with regard to its maximum debt
ratio, which may put some pressure on the financeability of larger
potential acquisitions. Priority will be given to the reduction of
working capital in order to maintain maximum headroom for
growth.
◾ New synthetic turf fibre producers offering components at
extremely low prices are a potential threat. This threat is
addressed by continuing to focus attention on systems and the
needs of end-users (solutions) and maintaining direct access to
the market (point of sale).
◾ The substantial proportion of revenues from TenCate Defender™ M
dependent on the US Army remains a point of attention.
The reduction in the number of military personnel stationed in
Iraq and Afghanistan should not be viewed as overwhelmingly
negative. TenCate has succeeded in further expanding the overall
portfolio of the TenCate Defender™ M range and has developed
other concepts based on similar technology (such as TenCate
Tecasafe™ Plus). TenCate is also enjoying increasing success in this
field outside America.
Annual Report 2011 63
FINANCIAL RISKS
The financing of the company is for the most part centralised through
corporate treasury. The main financing source is the € 450 million
syndicated loan arranged in December 2010. The main covenant
concerns the debt / EBITDA-ratio. In view of the specific seasonal
pattern in TenCate’s financing requirement, quarterly debt / EBITDA
ratios have been agreed. That substantially reduces the risk of a
breach of covenant.
The risk of an interest rate rise in the subsequent years is hedged in
principle to various percentages, taking account of expected interest
rate trends. The effect of changes in the value of financial instruments
on the company’s result is mitigated as far as possible by the use of
hedge accounting.
With regard to currencies, Ten Cate draws a distinction between
competition, transaction and translation risk. The competition risk
is hedged over the subsequent six months by means of options.
The foreign currency transaction risk is hedged by means of futures
or options. The translation risk on the results of subsidiaries outside
the eurozone is offset where possible internally by euro-denominated
revenues of subsidiaries outside the eurozone.
No impairment has been recognised in respect of the intangible fixed
assets. The sensitivity with regard to the main assumptions on this
subject has increased at the TenCate Grass unit. Further details can
be found in note 37.2.
TenCate has placed the pension provision for Dutch employees with
Stichting Pensioenfonds Koninklijke Ten Cate nv. The pension fund
has taken measures to reduce the risk profile as part of its investment
policy. In 2011, Royal TenCate switched from the corridor method to
the OCI method for the valuation of pension liabilities. This change of
system provides greater insight into changes in pension liabilities.
MARKET RISKS
Government expenditure in the main countries is an important factor
in demand for TenCate products. Strong commercial networks and
the associated supply of information enable the company to swiftly
anticipate government plans. By maintaining flexibility in cost
structures, it is possible to compensate for the consequences of
a decrease in demand.
In situations of scarcity or heavy dependence on a single supplier,
there are risks of non-availability or disproportionate price rises.
Active steps are taken to reduce this dependence.
OPERATIONAL RISKS
TenCate’s organisation strategy is based on a decentralised model.
The managements of market groups and operating companies are
controlled on the basis of a formalised planning and control cycle.
TenCate performs preventive inspections of its products and almost
all businesses are ISO-certified.
TenCate’s environmental policy is based on limiting any impact on
the environment as far as possible. Periodic inspections are carried
out both by the holding company and by the operating company
managements and measures are taken to avoid environmental
risks. Each operating company has its own systems for control and
transaction processing in the main operating processes. Information
security and back-up procedures are followed to minimise the risk of
disruption to these systems.
LEGAL AND TAX RISKS
TenCate becomes involved in various legal proceedings resulting from
normal business operations. The progress of these proceedings is
monitored continuously. A summary is discussed in the finance
committee of the Supervisory Board twice a year.
> TenCate has developed risk control
models, which are updated and
discussed with the group management
at least four times a year. <
Business development
In July 2011 TenCate and Pentair X-Flow presented the demonstrator developed in open innovation for drinking water management. This GreenSource project combines TenCate synthetic turf systems for sports or landscaping with Pentair X-Flow technology for the treatment of rainwater and sewage. Wavin supplies the drainage systems.
The GreenSource system enables water management to be used worldwide on sports complexes and stadiums as well as on landscaping based on synthetic turf. The treated water can be used for spraying synthetic turf pitches and for irrigation of the natural landscape. Water of this quality can also be made suitable for drinking water.
Worldwide there is a growing demand for sustainable products, in particular for those that save water. The GreenSource system meets this need.
Connected through the value proposition
GreenSourcesports for water
Annual Report 2011 65
◾ The management of parts of the company can permanently or
temporarily negate agreements made with the Executive Board.
This statement should not be interpreted as being a statement in
accordance with the requirements of section 404 of the Sarbanes
Oxley Act in the United States, which does not apply to Royal Ten Cate.
RISK MANAGEMENT AND CONTROL SYSTEMS
A whistleblowers scheme and a complaint scheme enable employees
to inform the company management of any undesirable situations.
It is important to maintain direct contact between the Executive Board,
group managements and directors of operating companies. Extensive
monthly reports are filed and the performance, results, outlook and
certain risk management aspects are discussed each quarter. The risk
management also forms part of the consultations with the financial
committee of the Supervisory Board.
All managers and controllers sign a letter of representation twice a
year declaring their compliance with financial reporting / internal
control requirements.
EVALUATION OF RISK MANAGEMENT AND CONTROL SYSTEMS
The Executive Board is of the opinion that:
◾ The risk management and control systems provide reasonable
assurance that the financial reporting is free of material
misstatements;
◾ The risk management and control systems have operated correctly
in the reporting year;
◾ There are no indications that the risk management and control
systems will not operate correctly during the current year.
However well designed our internal risk management and control
systems are, they can never provide absolute certainty that objectives
in the field of strategy, operation, reporting and compliance with laws
and rules will always be achieved. In taking decisions we are aware
that:
◾ Human errors of judgement may arise;
◾ Cost-benefit assessments must constantly be made when
assuming risks and taking control measures;
◾ Human failings and even simple errors or mistakes can have major
consequences;
◾ Conspiracies by officials can lead to circumvention of internal
control measures
CORPOR ATE INFORMATION>
Royal Ten Cate66
> CORPOR ATE INFORMATION
TenCate aims to strengthen its leading positions in its core markets as
a result of these acquisitions. Emas Kiara, one of Asia’s main geotextile
producers, has been part of TenCate since 2011.
ORGANISATIONAL DEVELOPMENT
Due to the quickening pace of change in the world markets, the shift
in industrial power relationships and the growth in emerging markets,
TenCate’s continued success depends crucially on being able to
influence end-users, deliver innovations, develop new marketing
strategies and implement these strategies appropriately.
TenCate’s strategy is focused on further growth in its existing world
markets and the securing of substantial positions in a limited number
of adjacent markets. The flat organisational structure means the
emphasis is more on the continuing development of the senior
management. With regard to vital functions, greater priority is given
to internal career development for employees and managers than to
attracting new personnel from outside TenCate.
The company’s continuing growth means greater demand for more
central control mechanisms. TenCate’s core values, corporate culture,
framework conditions, guidelines and procedures are being further
tightened. Entrepreneurship remains central at all levels in the groups.
It is essential to translate and implement the strategy appropriately.
HUMAN RESOURCES MANAGEMENT
HUMAN RESOURCES POLICY
The HR policy is based on the following principles
◾ Identifying and developing talent;
◾ Developing leadership and entrepreneurial qualities;
◾ Retaining talent and guaranteeing knowledge.
In 2011 the HRM efforts were focused on guaranteeing the continuity
of the company, partly by developing skills and improving employees’
performance and tightening the structures of the organisation.
TenCate takes account of effects on the local or regional labour market
in its accommodation policy. During the reporting year this policy was
applied when the Almelo-based production activities of TenCate
Geosynthetics were transferred to Nijverdal (Netherlands) and when
the activities of TenCate Advanced Composites were concentrated in
Fairfield (California, US). Retention of knowledge and skills and
flexibilisation of manpower were the principal objectives.
TenCate Protective Fabrics in the United States once again succeeded
in making a major contribution to the retention of jobs in the State of
Georgia during the reporting year. Fellow operators in the region’s
textile industry were licensed to produce protective fabrics for the
US Army, helping to maintain around 10,000 jobs. During the current
year such an approach will also be adopted by TenCate Protective
Fabrics in South Korea.
At the end of 2011, TenCate had approximately 4,350 employees
worldwide. Overall there was a limited increase in the size of the
workforce. On the one hand the existing organisation was sharpened
and on the other hand a number of acquisitions were completed.
Employees Year-end 2011 Year-end 2010 Year-end 2009 Year-end 2008 Year-end 2007
in number of staff years
Netherlands 819 785 862 931 975
Rest of Europe 672 724 569 612 582
United States 1,604 1,542 1,314 1,573 1,527
Asia/Australia 1,030 878 777 936 641
Middle East 228 342 283 385 295
Total 4,353 4,271 3,805 4,437 4,020
Annual Report 2011 67
other benefits, this has resulted in a relatively low level of sickness
absence worldwide.
EMPLOYMENT CONDITIONS
TenCate offers its employees a comprehensive and competitive
package of employment conditions. To this end, regular surveys are
conducted, in co-operation with Hay Group and local employer
organisations. TenCate operates a uniform remuneration policy for
the management of all businesses. The bonus systems for the senior
management are also determined centrally. That takes place on the
basis of the result of the operating company and in some cases also
partly on the basis of the results of the TenCate market group as a
whole.
TALENT AND MANAGEMENT DEVELOPMENT
Talent and management development will focus even more on senior
management. A large number of senior management personnel
underwent an assessment in 2011 which provides a starting point for
further development. The continued development of talent at all levels
in TenCate will also remain a major focus of attention.
Greater attention was devoted to securing and developing specialist
knowledge and leadership skills in 2011. The existing development
programmes are increasingly being co-ordinated. Attention will be
directed towards management development. Internal branding
campaigns, focused among other things on CSR and social innovation,
will be supported. More attention will also be devoted to training
courses on end-user marketing and the strengthening of sales skills in
2012. Various IT tools are currently being developed to provide efficient
and effective support, for these processes, such as the introduction of
an MD portal.
SAFETY
Our employees on all continents are professional people with a sense
of enterprise focused on results and solutions, who are genuinely
prepared to take on challenges. A safe and high-quality working
environment is of immense importance in this regard and has high
priority (see also the sustainability policy for the internal CSR
campaign). TenCate’s policy is aimed at implementing or establishing
all activities and processes in such a way that any personal injury or
damage to health can be avoided. This aim is the starting point for the
health and safety policy implemented in all our businesses. Among
10CateAt TenCate we are
1 Effective doing the right things2 Efficient doing things right 3 Creative thinking more flexibly4 Flexible acting more flexibly5 Enterprising recognizing and maximizing opportunities6 Innovative breaking new ground at the cutting edge of technology7 Reliable saying what you do and doing what you say8 Committed dedicated, dependable and proud9 A team we collaborate as individuals and also as teams10 The difference to our clients materials that make a difference
Corporate values TenCate
New site for TenCate Geosynthetics
in Nijverdal
Ten Cate Geosynthetics’ new production site in Nijverdal opened
officially on 14 April. TenCate Geosynthetics develops and
produces geosynthetic materials at Nijverdal for construction, civil
engineering and infrastructure projects. Major advances have been
made in terms of production efficiency and logistics. The office
functions have been located in TenCate’s premises on Hoge Dijkje
in Nijverdal.
Recyclable
Business development
Thanks to ingenious product design, using the innovative, patented weaving technology from TenCate Grass, the fi rst fully recyclable synthetic turf pitches were developed in 2011: fi rst for landscaping, then for sports fi elds. This is a fi rst in this industry.
At the end of the lifespan of the pitch the processed materials can immediately be reused in the TenCate Grass production process. This relates to the synthetic turf fi bres, the woven backing and the adhesive layer. These are all from the same product family, so that there is no impure mixing during recycling. The infi ll is recycled separately after it has been cleaned.
Synthetic turf has a number of sustainability aspects. A synthetic turf pitch requires less maintenance (mowing, fertilizing) than natural grass and can be played on longer and more intensively. Depending on the type of pitch, synthetic turf provides a considerable saving of water. As natural grass pitches cannot be played on continuously, the pressure on space of synthetic turf pitches is considerably less. The fact that it is now possible to recycle certain types of synthetic turf represents fundamental preservation of this product. Connected through the value proposition
SUSTAINABILITY
• Fully recyclable, including the backing and adhesive layer• Savings on materials, water and energy• High use (on average 1,500 hours a year)• Less pressure on space than natural grass• Less maintenance than natural grass• Patented innovative weaving technology
Annual Report 2011 69
have switched to Microsoft Dynamics AX and TenCate Geosynthetics
Europe has now standardised on SAP. These replacements have
allowed further standardisation within TenCate’s ERP landscape.
PLANS FOR 2012
2012 will see the completion of the IT organisation in regional shared
service centres and the connection of the TenCate companies to the
worldwide TenCate network. TenCate Advanced Armour will begin
implementing MS Dynamics AX in America and the UK. The TenCate
website will be given a makeover and the underlying content
management system will be replaced. Research has now started with
a view to expanding the mobile telephone contract to include all
European sites from 2013.
CORPORATE INTELLECTUAL PROPERTY
TenCate conducts an active branding policy in order to strengthen and
further expand its image in the market. TenCate’s market strategy is
based on its strong corporate brand. This brand forms the basis of both
corporate and market communication. The strategy is linked to the
end-user marketing strategy, which is conducted through the different
market groups. The brand is communicated clearly in the various
market groups, thereby emphasising the coherence of the different
market groups.
TenCate operates businesses in 25 countries around the world, each
of which has its own employment regulations, laws and culture.
The operating companies therefore conduct their own personnel
policies geared to the local situation, although these are governed
by conditions and general principles specified by the group.
In co-operation with the general employers’ association AWVN, a
major job evaluation project was completed in the Netherlands in 2011.
All jobs covered by the collective labour agreement for the fashion,
interior, carpet and textile industry have been redefined
(consolidation), described and rated in accordance with the ORBA-PM
method.
CORPORATE INFORMATION TECHNOLOGY
DEVELOPMENTS IN 2011
Further steps were taken in the merger of the decentralised IT
organisations into three regional shared service centres in 2011.
The shared service centre in the USA entered service in January 2011.
The IT shared service centre in Asia will be operational in the first
quarter of 2012. The regional shared service centres will be connected
to each other in 2012, completing the transformation of the IT
organisation from a decentralised structure to one based on a shared
service centre.
Projects
The Global TenCate Network was rolled out worldwide in 2011. This
network connects almost all companies, which can then communicate
and share information securely. The companies in Asia and Australia/
New Zealand in particular will be connected in 2012.
Cognos Controller, the central financial reporting and consolidation
system, entered service fully at all TenCate operating companies in
2011. The TenCate website has also been adapted for mobile devices.
iNetwork, the TenCate intranet, has been updated and is being rolled
out worldwide.
Investments
In addition to a number of technological investments in IT systems
(SAN, backup, telephony), various ERP implementations have been
completed. For example, the TenCate Advanced Armour companies in
Europe (Denmark and France) and TenCate Protective Fabrics Thailand
CORPOR ATE INFORMATION>
> TenCate Protective Fabrics offers the
best protection value for our customers
and profitable growth and shareholder
value for our business. We are
achieving this objective and
demonstrating leadership in the
protective textiles market through our
extensive knowledge of advanced
materials, processes and strong
position in the value chain. <
TenCate Protective Fabrics mission statement
Royal Ten Cate70
> CORPOR ATE INFORMATION
As a multinational company, TenCate is aware the effect its actions
have on the social environment. By maintaining the company on the
basis of sustainable profitability, TenCate aims to play a part in making
sure that the social, natural and economic environment remains
available for future generations. TenCate is increasingly integrating
sustainability into its operating processes, products and joint ventures
by means of corporate social responsibility (CSR). This creates shared
awareness among both internal and external stakeholders, which in
turn opens the way to constructive initiatives with buyers, customers,
partners and institutions aimed at the responsible deployment of
people and the responsible use of commodities and materials.
On the basis of the worldwide trends towards safety and sustainability
on which TenCate focuses, numerous underlying themes arise in
relation to the protection that TenCate provides for people and their
environment. The sustainability themes include weight reduction,
limitation of energy consumption, noise reduction, insulation, water
management, reuse, recycling, waste water and sludge processing,
bullet- and fragment- proofing and heat and flame resistance.
The management of the value chain involves numerous sustainability
aspects to greater or lesser degrees. This applies to all the
cornerstones of the business model. The technological innovation
cornerstone is the most obvious. Only through continued
groundbreaking innovations in technical and technological areas will it
be possible to secure the continuity of TenCate as a technology group
and guarantee sustainable development.
CORPORATE SOCIAL RESPONSIBILITY
CSR is the means by which TenCate integrates sustainability into its
business operations. TenCate uses numerous management systems
particularly to make corporate social responsibility visible and
controllable. These range from environmental management systems
(ISO certifications for quality and the environment and renewal of
certification) through to financial accountability concerning the receipt
of innovation funds and the provision of sponsorship and donations.
In the various value chains, TenCate plays an active part as a customer,
producer, supplier and co-operation partner in delivering sustainability
innovations in numerous fields.
In addition to the active branding policy, TenCate conducts an active
patent policy. That applies both to the registration of new inventions
and to the protection of existing intellectual property rights. The
existing portfolio is regularly assessed to ensure that the available
intellectual property is being used appropriately. TenCate innovates
and develops constantly. The resulting intellectual property is
appropriately registered and protected.
TenCate also conducts an active protection policy. Action is taken
if any infringements are detected.
DEVELOPMENTS IN 2011
Further work took place in 2011 on the positioning of the corporate
brand worldwide. The market groups have consistently implemented
the brand strategy.
The fact that the strategy benefits the value of the brand is also
evident from the increased market value of the brand compared to
2010. According to the top 100 Dutch companies with the most
valuable brands, the TenCate brand represents a value of € 135 million,
almost € 30 million more than in 2010. (Source: Brand Competence,
The Dutch Top 100 corporate brands ranking 2010 and 2011.)
Various new patents were again added to the existing portfolio in 2011,
either by registering new intellectual property developed by TenCate or
by means of acquisitions.
The brand portfolio can be viewed on the website. The patent portfolio
is not disclosed, however, due to competition considerations.
CORPORATE SOCIAL RESPONSIBILITY
SUSTAINABILITY POLICY
TenCate’s sustainability policy forms an integral part of the pursuit of
continuity in the company, which has existed for over 300 years. It is
based on the forward-looking vision, mission and strategy of the
Executive Board. At the same time it reflects the long-term approach
and actions of the group managements and employees of TenCate and
its subsidiaries and associated companies worldwide.
Annual Report 2011 71
chemically or mechanically recyclable products using cleaner and more
efficient production techniques. TenCate’s technology road maps and
product road maps in particular chart the direction of future
sustainable innovations.
TenCate’s corporate departments support the managements worldwide
with corporate social responsibility initiatives and projects.
The corporate risk management, corporate human resources
management and corporate communications departments co-operate
with these. The managers of these departments are responsible for the
corporate approach to CSR. The CSR team specifies its objectives and
programme each year. The objectives, results and compliance with
legislation and regulations are assessed with the management and
group managements as far as possible on a quarterly basis.
If necessary, the group managements make adjustments to the
strategy and its implementation.
The corporate risk manager reports directly to the CFO on the progress
of the risk management. In addition to safety aspects, this includes
environmental and social aspects of operational management.
The corporate HR director reports directly to the CEO on social and
economic aspects and on assessment and remuneration systems.
No TenCate officers have an explicit CSR weighting in their
remuneration, as TenCate believes that sustainability is an integral
part of the company’s pursuit of continuity.
One of the TenCate core values is reliability. The integrity code applies
to everyone employed by TenCate. The code is part of each individual
contract of employment. A corporate compliance officer and a
confidential adviser have been appointed to support the code.
The future availability of essential natural resources (biodiversity)
remains an ever-growing concern for TenCate. The company aims to
keep control of developments by focusing on individual areas such as
an integrated environmental policy, the prevailing energy policy, the
progressive policy on emission allowances, efficient and eco-efficient
production, recycling and developing bio-based initiatives.
This approach is in line with the industry’s sector objectives. According
to the roadmap to 2030, by that time the technical textile industry must
be able to fulfil the needs of customers and users in a flexible and
sustainable way. TenCate has a leading position in the pursuit of this
objective. By already working further on groundbreaking technologies
and techniques for the processing of natural, synthetic, bio-based,
biologically degradable, recyclable or secondary raw materials,
TenCate will be increasingly able to manufacture biologically,
TenCate Defender™ M in South Korea
and Australia
TenCate Protective Fabrics has signed an agreement with Samil
Spinning in Seoul (South Korea) for a TenCate Defender™ M
partnership. The aim is to expand the TenCate Defender™ M
product portfolio in the South Korean army and police market.
TenCate Defender™ M fabric has also been supplied for 10,000
additional uniforms for an extensive MultiCam® wearing trial in
war zones by the Australian Defence Force. TenCate Defender™ M
offers an optimum balance between flame retardance, service life,
comfort and cost. It has significantly reduced the number of burn
injuries, thereby saving many lives since 2007.
GRASS
In April 2011 TenCate Grass, together with Edel Grass and Oranjewoud Realisation, presented Flevo Boys football club in Emmeloord, the Netherlands, with the TenCate Performance Warranty™ certifi cate.
This makes TenCate Grass the fi rst company in the international synthetic turf industry to offer insurance on the performance and durability of synthetic turf pitches made of TenCate components.
The insurance policy that Allianz issued for Flevo Boys’ synthetic turf pitch guarantees a FIFA 2 Star performance for fi ve years. FIFA 2 Star is the benchmark for the highest level of league football on synthetic turf. TenCate Monoslide™ synthetic turf fi bres based on TenCate XQ™ technology make it possible to construct pitches that fulfi l FIFA 2 Star requirements over a long period of time.
Connected through the value proposition
Annual Report 2011 73
cornerstone, business units become aware that CSR saves costs or
is at least cost-neutral. At the same time, it offers the opportunity to
make more sustainability aspects visible to customers and end-users
in the end-user marketing cornerstone. A growing number of market
groups in TenCate see CSR as a way of increasing revenues.
The subject of ‘sustainable purchasing’ in particular is of growing
importance to specific market groups. As market leader, TenCate
aims to be among the front runners in the industry, including in terms
of sustainability.
During the 2011 reporting year, TenCate was active worldwide in
numerous projects related to or aimed at corporate social
responsibility. A full list can be found on TenCate’s corporate website
(under CSR projects).
In Europe, North America, Africa and Asia, TenCate provided
sponsorship during the reporting year for around ten sports events,
for around ten student teams by providing composite and protective
materials and for dozens of organisations, including veterans’ and
firefighters’ support associations, and – partly through volunteer work
– for a large number of events in local communities. TenCate has been
the main sponsor of the Heracles Almelo professional football club for
a number of years. This first-division club fulfils an important social
and community role in the Almelo region.
In Europe, TenCate played an active part in around 20 innovation
projects centred on sustainability and safety during the reporting year.
A full summary can be found on the TenCate website.
DEVELOPMENTS IN 2011
CSR essentially involves striking the right balance between People,
Planet and Profit. During the reporting year, TenCate recorded an
impressive economic performance and profitability (Profit) while
respecting – internal and external – social values (People) and
operating within an ecological framework (Planet). TenCate’s product
portfolio is ideally suited to this since many materials, modules and
systems inherently contribute to sustainability.
The personnel policy is also appropriate in this regard. All employees
within TenCate have access to ‘10Cate’, which represents the identity
of the company. These ten core values are universal within the
worldwide company. 10Cate is centred on the customer and together
with the TenCate business model provides the guiding principles for
each employee. The environmental risks were limited as far as possible
during the 2011 reporting year. Only chemicals and dyes listed in the
national textile environmental database are used in the Netherlands.
TenCate’s market groups devote a great deal of attention to the control
of production processes, rejects and (separate) waste flows. Waste
water released during textile finishing is treated or pretreated and
where possible reused (particularly in Georgia, US). To conserve
energy, the Dutch plants use heat/cold exchangers between factory
sites. Waste is processed in collaboration with recognised partners.
TenCate purchases most chemicals and (raw materials for) synthetic
fibres worldwide from multinationals which operate policies based on
sustainability. The flame-retardant fabrics which TenCate purchases
from Lenzing AG in Austria are an interesting example of this. These
viscose fibres are produced from wood pulp sourced from sustainably
managed forests in the mountains of Austria. Sustainable water
management is part of the CSR approach adopted by this supplier to
TenCate. These natural fibres are used among other things as the basis
for heat- and fire-resistant fabrics developed and produced by TenCate
Protective Fabrics.
There was a further increase in the attention devoted by TenCate to
CSR last year. There were various reasons for this, such as growing
CSR awareness in the organisation and increasing customer demand
for sustainable products. The following factors also play a role: cost
savings (such as energy reduction), possible raw material scarcity,
image and reputational benefits. On the basis of the cost leadership
CORPOR ATE INFORMATION>
> In 2011, TenCate recorded an
impressive economic performance
and profitability while respecting
social values and operating within
an ecological framework. Many
TenCate naterials, modules and
systems inherently contribute to
sustainability. <
Royal Ten Cate74
> CORPOR ATE INFORMATION
INITIATIVES FOR 2012
◾ CSR Performance Ladder. Market groups in the Netherlands will be
the first to implement the CSR Performance Ladder in 2012. Market
groups in other countries are being encouraged to take part in the
near future;
◾ CSR indicators. On the basis of the guidelines of the Global
Reporting Initiative, CSR-related key performance indicators are
being determined at corporate level. These KPIs will show even
more clearly where TenCate stands worldwide on individual
aspects of CSR. These are environmental aspects of the production
process, safety and welfare, human resources, value chain
management and social involvement;
◾ CSR measurements. By applying the principles and indicators from
the GRI framework, it is possible to provide clearer and more
extensive measurements and reports on TenCate’s economic,
sustainability and social performances;
◾ CSR reporting. Depending on the results of CSR measurements,
it will be decided at the beginning of 2013 what quantitative CSR
data can be included in the forthcoming annual report. At the same
time efforts will be made to increase the existing qualitative CSR
reporting. The new TenCate website will become an important
information resource for stakeholders.
◾ Process ecotool. With the aid of the process ecotool, the fullest
and clearest picture possible will be obtained in 2012 of the CO2
footprint caused by the processes within the TenCate market
groups (‘inside the gate’) in the Netherlands (and as far as possible
worldwide). The first interim report will be produced in mid-2012.
An assessment of this worldwide trial measurement will be made
at the beginning of 2013;
◾ Product ecotool. With the aid of specific product ecotools, the CO2
footprint of a growing number of TenCate products (‘outside the
gate) will be determined in 2012.
TenCate was involved in numerous national and international
committees during the year, including the European Technology
Platform, ETP, Euratex, Modint and IAFI. In Europe, TenCate has been
working with a number of universities in the Netherlands and abroad
over the past decades, including Delft University of Technology, the
University of Twente and Saxion University of Applied Sciences in
Enschede.
TenCate – a Partner of the Cruyff Foundation
On Wednesday 14 September 2011, Carole Thate (Director of
the Cruyff Foundation) and Loek de Vries (President and CEO
of TenCate) signed an extension to the partnership agreement
between TenCate and the Cruyff Foundation, under the watchful
eye of Johan Cruijff himself, the legendary ‘number 14’ of Dutch
football. On that day the Cruyff Foundation had been in existence
for 14 years. One of the foundation’s initiatives is the creation of
Cruyff Courts. TenCate has been involved as a partner of the Cruyff
Foundation since the outset. The TenCate XP Blade™ fibre was
specially developed for such intensively used playing areas. This
fibre distinguishes itself from other synthetic turf fibres in terms of
its durability, wear resistance and appearance.
Annual Report 2011 75
STATEMENT BY THE EXECUTIVE BOARD
As the Executive Board of Royal Ten Cate, we have prepared the
annual report and the financial statements for 2011.
We declare that to the best of our knowledge:
◾ The financial statements give a true and fair view of the assets,
liabilities and the financial position of the company and its
consolidated businesses;
◾ The annual report gives a true and fair view of the position on the
balance sheet date and the state of affairs of the company and its
associated companies during the year and that the principal risks
have been stated in the annual report.
Almelo, 28 February 2012
Executive Board
L. de Vries, President and CEO
B.J.H. Cornelese, CFO
> TenCate played an active part in
around 20 innovation projects in
Europe centred on the themes of
sustainability and safety. <
Royal Ten Cate Annual Report 201176
Consolidated profit and loss account 78
Consolidated statement of comprehensive income 79
Consolidated balance sheet 80
Consolidated cash flow statement 82
Consolidated statement of changes in group equity 84
Notes to the consolidated financial statements
1 General Information on Royal Ten Cate 85
2 General principles for fi nancial reporting 85
3 Principles for the preparation of the fi nancial
statements 85
4 Consolidation principles 86
5 Foreign currencies 87
6 Derivatives 87
7 Hedge accounting 87
8 Segment reporting 88
9 Revenues 88
10 Government subsidies 88
11 Raw materials and manufacturing supplies 88
12 Lease payments 88
13 Financial income and expenses 88
14 Profi t tax 89
15 Earnings per share 89
16 New standards and interpretations
not yet applied 89
17 Principles for the preparation of the cash fl ow
statement 90
18 Intangible assets 90
19 Tangible fi xed assets 91
20 Inventories 91
21 Trade debtors and other receivables 92
22 Cash and cash equivalents 92
23 Impairment 92
Financial statements 2011Royal Ten Cate
24 Share capital 93
25 Pension liabilities 93
26 Share-based payments 94
27 Provisions 94
28 Long-term debts 94
29 Trade creditors 95
30 Determination of fair value 95
Notes to the statement of comprehensive income
31 Operating segments 96
32 Acquisitions and sale of participating interests 98
33 Personnel costs 99
34 Other operating costs 99
35 Net fi nancial expenses 100
36 Profi t tax 101
Royal Ten Cate Annual Report 2011 77
Notes to the consolidated balance sheet
37 Intangible assets 102
38 Tangible fi xed assets 104
39 Investments in associated companies and
fi nancial fi xed assets 105
40 Deferred profi t tax assets and liabilities 107
41 Inventories 108
42 Trade debtors 109
43 Other receivables 109
44 Cash and cash equivalents 109
45 Total shareholders’ equity 109
46 Earnings per share 111
47 Long-term debts 112
48 Pension liabilities 113
49 Provisions 115
Other information
50 Financial instruments 116
51 Liabilities not shown in the balance sheet 122
52 Investment liabilities 122
53 Contingent liabilities 122
54 Post balance sheet events 122
55 Related parties 123
56 Estimates and judgments made by
the management 124
Company financial statements
57 Company profi t and loss account 125
58 Company balance sheet (before appropriation
of the result) 125
Notes to the company financial statements
59 Financial fi xed assets 126
60 Equity 126
61 Called and paid-up capital 126
62 Ordinary shares 127
63 Share premium reserve 127
64 Legal reserves 127
65 Other reserves 127
66 Option plan 128
67 Provisions 131
68 Long-term liabilities 131
69 Short-term liabilities 131
70 Auditor’s fees 132
71 Liabilities not shown in the balance sheet 132
Other information 133
Ten-year summary 135
Royal Ten Cate Annual Report 201178
For the financial year ending on 31 December, in millions of euros note 2011 2010
Revenues 31 1,138.8 984.5
Changes in inventories of finished products and work in progress – 17.1 – 17.8
Raw materials and manufacturing supplies 586.3 501.1
Work contracted out and other external expenses 99.5 73.9
Personnel costs 33 205.2 188.0
Depreciation 38 35.0 34.5
Amortisation 37 12.9 10.4
Other operating costs 34 127.4 119.8
Total operating expenses 1,049.2 909.9
OPERATING RESULT 89.6 74.6
Financial income 35 0.2 0.6
Financial expenses 35 – 11.5 – 10.6
NET FINANCIAL EXPENSES – 11.3 – 10.0
RESULT BEFORE PROFIT TAX 78.3 64.6
Profit tax 36 – 18.7 – 17.9
NET RESULT 59.6 46.7
Net result from associated companies – 1.3 – 1.3
RESULT AFTER PROFIT TAX 58.3 45.4
Result attributable to:
Shareholders of the company 58.7 46.0
Non-controlling interest – 0.4 – 0.6
Result after profit tax 58.3 45.4
Weighted average number of shares (x 1,000) 46 25,452 25,026
Weighted average number of shares after dilution (x 1,000) 46 25,736 25,216
Earnings per share (in euros) 46 2.31 1.84
Diluted earnings per share (in euros) 46 2.28 1.82
Consolidated profit and loss account
The notes in sections 1 to 71 form an integral part of these financial statements.
Royal Ten Cate Annual Report 2011 79
For the financial year ending on 31 December, in millions of euros Note 2011 2010
RESULT AFTER PROFIT TAX 58.3 45.4
Other comprehensive income (after profit tax)
Foreign currency translation differences for foreign activities 45 3.8 19.0
Effective part of changes in the hedging of reserves (hedge accounting) 45 – 0.9 – 3.4
Actuarial gains and losses on pensions * – 14.1 – 3.8
OTHER COMPREHENSIVE INCOME AFTER PROFIT TAX – 11.2 11.8
TOTAL COMPREHENSIVE INCOME AFTER PROFIT TAX 47.1 57.2
Attributable to:
Shareholders of the company 47.4 57.4
Non-controlling interest – 0.3 – 0.2
TOTAL RESULT PROFIT TAX 47.1 57.2
* Adjusted for change of accounting policy for pensions; see note 2.
The notes in sections 1 to 71 form an integral part of these financial statements.
Consolidated statement of comprehensive income
Royal Ten Cate Annual Report 201180
in millions of euros note 31 December 2011 31 December 2010
NON-CURRENT ASSETS
Goodwill 37 212.0 192.6
Other intangible assets 37 61.0 50.2
Tangible fixed assets 38 221.9 214.2
Investments in associated companies 39 4.6 5.2
Financial fixed assets 39 11.1 10.1
Deferred profit tax assets * 40 21.1 18.9
Total non-current assets 531.7 491.2
CURRENT ASSETS
Inventories 41 267.9 216.9
Receivables
Trade debtors 42 152.4 151.0
Profit tax receivables 6.5 0.7
Other receivables 43 22.2 18.1
Cash and cash equivalents 44 22.7 11.6
Total current assets 471.7 398.3
TOTAL ASSETS 1,003.4 889.5
* Adjusted for change of accounting policy for pensions; see note 2.
Consolidated balance sheet
Royal Ten Cate Annual Report 2011 81
in millions of euros note 31 December 2011 31 December 2010
GROUP EQUITY 45
Share capital 64.8 63.8
Share premium reserve 44.8 45.8
Translation reserve 7.0 3.3
Hedging reserve – 4.5 – 3.6
Reserve for own shares – 15.6 – 10.4
Other reserves and undistributed result * 369.3 339.6
Total shareholders’ equity 465.8 438.5
Non-controlling interest 3.7 3.8
Group equity 469.5 442.3
NON-CURRENT LIABILITIES
Long-term debts 47 275.1 195.2
Pension liabilities * 48 22.6 10.5
Provisions 49 15.0 10.2
Deferred profit tax liabilities 40 8.0 4.2
Total non-current liabilities 320.7 220.1
CURRENT LIABILITIES
Cash loans, overdraft 44 35.4 55.7
Repayment of long-term debt 47 0.9 1.4
Trade creditors and other payables 169.1 159.3
Provisions 49 5.0 7.1
Profit tax liabilities 2.8 3.6
Total current liabilities 213.2 227.1
Total liabilities 533.9 447.2
TOTAL GROUP EQUITY AND LIABILITIES 1,003.4 889.5
* Adjusted for change of accounting policy for pensions; see note 2.
The notes in sections 1 to 71 form an integral part of these financial statements.
Royal Ten Cate Annual Report 201182
For the financial year ending on 31 December, in millions of euros note 2011 2010
CASH FLOW FROM OPERATING ACTIVITIES
Result after profit tax 58.3 45.4
Adjustments for:
Depreciation 38 35.0 34.5
Amortisation 37 12.9 10.4
Net financing expenses before exchange rate differences 35 11.1 10.4
Profit tax 36 18.7 17.9
Net result from associated companies 1.3 1.3
Result from sale of tangible fixed assets 34 – 0.9 – 0.1
Costs of option scheme 1.9 1.4
Other – 2.1 –
Change in provisions and pension liabilities – 7.8 – 6.6
CASH FLOW FROM OPERATING ACTIVITIES
BEFORE CHANGE IN WORKING CAPITAL 128.4 114.6
CHANGES IN WORKING CAPITAL:
Inventories – 37.9 – 43.3
Receivables 9.9 – 36.0
Short-term liabilities – 18.4 19.8
– 46.4 – 59.5
CASH FLOW FROM OPERATING ACTIVITIES 82.0 55.1
Interest paid – 11.2 – 8.3
Profit tax paid – 21.5 – 17.7
NET CASH FLOW FROM OPERATING ACTIVITIES 49.3 29.1
Consolidated cash flow statement
Royal Ten Cate Annual Report 2011 83
in millions of euros note 2011 2010
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of tangible fixed assets 34 3.4 0.9
Interest received – 0.1
Acquisition of subsidiaries less cash acquired 32 – 29.3 – 24.0
Investments in intangible assets 37 – 4.4 – 5.1
Investments in tangible fixed assets 38 – 21.3 – 16.2
Investments in associated companies 39 – 5.5 – 0.2
Investments in other participating interests 39 – – 0.5
Increase in long-term receivables – 0.7 – 2.1
NET CASH FLOW FROM INVESTING ACTIVITIES – 57.8 – 47.1
NET CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES – 8.5 – 18.0
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from exercise of share options 2.4 1.3
Paid for repurchase of own shares – 7.6 –
Repayment of long-term debts – 15.0 – 221.6
Drawing of long-term debts 69.5 203.8
Dividend payment to shareholders – 6.3 – 5.9
NET CASH FLOW FROM FINANCING ACTIVITIES 43.0 – 22.4
CHANGE IN CASH AND CASH EQUIVALENTS 34.5 – 40.4
Cash and cash equivalents on 1 January 44 – 44.1 – 1.9
Exchange rate and translation differences in cash and cash equivalents – 3.1 – 1.8
CASH AND CASH EQUIVALENTS ON 31 DECEMBER 44 – 12.7 – 44.1
The notes in sections 1 to 71 form an integral part of these financial statements.
Royal Ten Cate Annual Report 201184
In millions of euros
Share
capital
Share
premium
Translation
reserve
Hedging
reserve
Reserve
for own
shares
Other
reserves and
undistributed
result Total
Non-
controlling
interests
Group
equity
BALANCE AS AT 1 JANUARY 2010 62.7 46.9 – 15.3 – 0.2 – 11.7 298.4 380.8 4.1 384.9
Effect of change of system 10.4 10.4 10.4
Adjusted balance as at 1 January 2010 62.7 46.9 – 15.3 – 0.2 – 11.7 308.8 391.2 4.1 395.3
TOTAL COMPREHENSIVE INCOME
Result after profit tax 46.0 46.0 – 0.6 45.4
Actuarial gains and losses on defined benefit pension schemes – 3.8 – 3.8 – 3.8
Currency translation differences 18.6 18.6 0.4 19.0
Hedging result after profit tax – 3.4 – 3.4 – 3.4
Total – – 18.6 – 3.4 – 42.2 57.4 – 0.2 57.2
TRANSACTIONS WITH SHAREHOLDERS
Dividend to shareholders 1.1 – 1.1 – 5.9 – 5.9 – 5.9
Share-based payment transactions 1.4 1.4 1.4
Issue of repurchased shares 1.3 1.3 1.3
Acquisition of non-controlling interest not
leading to a change in control – 6.9 – 6.9 – 0.1 – 7.0
Total 1.1 – 1.1 – – 1.3 – 11.4 – 10.1 – 0.1 – 10.2
BALANCE AS AT 31 DECEMBER 2010 /
1 JANUARY 2011 63.8 45.8 3.3 – 3.6 – 10.4 339.6 438.5 3.8 442.3
TOTAL COMPREHENSIVE INCOME
Result after profit tax 58.7 58.7 – 0.4 58.3
Actuarial gains and losses on defined benefit pension schemes – 14.1 – 14.1 – 14.1
Currency translation differences 3.7 3.7 0.1 3.8
Hedging result after profit tax – 0.9 – 0.9 – 0.9
Total – – 3.7 – 0.9 – 44.6 47.4 – 0.3 47.1
TRANSACTIONS WITH SHAREHOLDERS
Dividend to shareholders 1.0 – 1.0 – 6.3 – 6.3 – 6.3
Share-based payment transactions 1.9 1.9 1.9
Repurchase of own shares – 7.6 – 7.6 – 7.6
Issue of repurchased shares 2.4 2.4 2.4
Acquisition of non-controlling interest – – 1.0 – 1.0
Acquisition of non-controlling interest not
leading to a change in control – 10.5 – 10.5 1.2 – 9.3
Total 1.0 – 1.0 – – – 5.2 – 14.9 – 20.1 0.2 – 19.9
BALANCE AS AT 31 DECEMBER 2011 64.8 44.8 7.0 – 4.5 – 15.6 369.3 465.8 3.7 469.5
The notes in sections 1 to 71 form an integral part of these financial statements.
Consolidated statement of changes in group equity
Royal Ten Cate Annual Report 2011 85
Notes to the consolidated financial statements
ACCOUNTING STANDARDS
1 GENERAL INFORMATION ON ROYAL TEN CATE
Koninklijke Ten Cate nv (Royal Ten Cate) (the Company) is established in
Almelo, the Netherlands.
The consolidated financial statements of the Company comprise the
financial statements of the Company and its subsidiaries (referred to
collectively as the ‘Group’) and the Group’s interests in other (non-
consolidated) participating interests, associated companies and
proportionally consolidated joint ventures. The financial statements have
been prepared by the Executive Board. The 2011 annual report and
accounts were discussed at the meeting of the Supervisory Board on 28
February 2012. They were released for publication on 29 February 2012.
They will be presented to the general meeting of shareholders for
adoption on 19 April 2012. The parent company financial statements
form part of Royal Ten Cate’s 2011 financial statements. Royal Ten Cate
has made use of the exemption pursuant to article 2:402 of Book 2 of the
Netherlands Civil Code with regard to the parent company financial
statements. The original financial statements were prepared in the
Dutch language. This document is a version translated into English. In
the event of any differences between the English and the Dutch text, the
latter shall prevail.
2 GENERAL PRINCIPLES FOR FINANCIAL REPORTING
The consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards, as adopted within the
EU (hereinafter EU-IFRS) and with Part 9 of Book 2 of the Netherlands
Civil Code.
Change of accounting policy for pensions
With effect from 2011, actuarial gains and losses arising in the
calculation of the Group’s pension commitment are credited or charged
directly to Group equity (OCI method). Previously, these gains and losses
were not recognised if they amounted to less than 10% of the higher of
the present value of the gross commitment in respect of defined benefit
pension rights and the fair value of the fund investments (Corridor
method). This change has been made to better reflect changes in the
pension provisions in the financial statements and anticipates the
change in future IFRS standards. The change has been adopted
retrospectively from 1 January 2010.
The accounting policy change of system has no material effect on the
result in 2010 and 2011 and no effect on earnings per share. The effect
of the change of system on the balance sheet at the end of 2010 and
2011 is shown in the table at the foot of the page.
1 January 2010 31 December 2010 31 December 2011
Before
change
of system
After
change
of system
Before
change
of system
Before
change
of system
After
change
of system
Before
change
of system
Group equity 384.9 395.3 435.7 442.3 477.0 469.5
Pension liabilities 21.0 8.4 18.5 10.5 13.4 22.6
Deferred profit tax receivables 19.8 17.6 20.3 18.9 19.4 21.1
3 PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL
STATEMENTS
The financial statements are presented in millions of euros (the euro
being the Company’s functional currency) unless stated otherwise. The
financial statements have been prepared on the basis of historical cost,
except for the following material balance sheet items, which are carried
at fair value: derivatives and financial instruments held for trading
purposes. In preparing the financial statements, the Executive Board has
used estimates and assumptions which affect the application of
accounting standards and reported amounts stated in the consolidated
financial statements (see note 56). The actual results may differ from
such estimates. The estimates and underlying assumptions are
continuously assessed. Revised estimates are stated in the period in
which the estimates are revised and in future periods in which the
revision has consequences.
The accounting principles set out below have been applied consistently
by the Group’s subsidiaries and joint ventures for the periods presented
in these consolidated financial statements. Certain comparative
information has been adjusted for the sake of comparability.
Royal Ten Cate Annual Report 201186
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS>
4 CONSOLIDATION PRINCIPLES
4.1 Business combinations
Business combinations are accounted for by the acquisition method as at
the acquisition date, i.e. the date on which control passes to the Group.
Control means the Group is able to determine an entity’s financial and
operational policy in order to obtain benefits from the entity’s activities.
In assessing control, the Group takes account of potential voting rights
which can be exercised at that time.
The Group determines the goodwill on the basis of the fair value of the
consideration paid, the carrying amount of any non-controlling interest in
the acquired undertaking and, if applicable, the fair value of the prior
interest in the acquiree. The net amount of the identified assets acquired
and the accepted liabilities is then deducted. If the difference is
negative, a book profit from an advantageous purchase is stated directly
in the profit and loss account. Any non-controlling interests are carried
at their proportionate share of the carrying amount of identifiable assets
of the acquired undertaking on the acquisition date. The paid
consideration includes no amount for the settlement of existing
relationships. Any such amount is stated in the profit and loss account.
Transaction costs other than those related to the issue of loans or equity
instruments allocated to the Group as a result of acquisitions are
charged to the result when they arise.
4.2 Acquisition of non-controlling interests
Acquired non-controlling interests are stated as transactions with
shareholders (directly as a charge to equity) and no goodwill is therefore
included.
4.3 Subsidiaries
Subsidiaries are undertakings in which the Company directly and/or
indirectly has a controlling interest.
The financial statements of subsidiaries are included in the consolidated
financial statements from the first date on which control is exercised to
the date on which such control ends. Non-controlling interests in the
Group’s result and equity are stated separately. Losses in connection
with non-controlling interests are allocated to the non-controlling
interests, even if a deficit arises for the non-controlling interests in
question.
4.4 Associated companies, joint ventures and other participating
interests
Associated companies are entities in which the Group has significant
influence on the financial and operational policy, but in which it has no
controlling interest. Significant influence is assumed to exist if the Group
holds between 20% and 50% of the voting rights in another entity.
Associated companies are accounted for using the equity method and
are stated at cost including transaction costs on first-time inclusion. If
the Group’s share in losses exceeds the carrying value of the associated
company, the carrying value is stated at zero and further losses are no
longer stated, unless the Group has entered into a liability or has made
payments on behalf of the associated company.
Joint ventures are companies over which the Group has joint control and
in which such control has been set forth in an agreement and in which
strategic decisions on the financial and operational policy are taken on
the basis of unanimity. Joint ventures are proportionally consolidated.
Other participating interests over which no significant influence is
exercised are carried at fair value and the dividend is stated in the profit
and loss account when it is made payable. If no fair value is available
and other methods do not result in a reasonable estimate, the investment
is carried at cost less impairment.
4.5 Elimination of transactions on consolidation
Intragroup balances and transactions between the subsidiaries in the
Group and unrealised gains and losses on such transactions are
eliminated in the preparation of the consolidated financial statements.
Unrealised gains on Group transactions with proportionally consolidated
joint ventures and investments stated in accordance with the equity
method are eliminated in proportion to the Group’s interest in the
investment. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent that there is no indication of
impairment.
Royal Ten Cate Annual Report 2011 87
5 FOREIGN CURRENCIES
5.1 Transactions in foreign currencies
Receivables and liabilities denominated in foreign currencies are
converted into euros at the rate prevailing on the reporting date.
Transactions in foreign currencies are converted into euros at the
exchange rate applying on the transaction date. Currency translation
differences are stated in the profit and loss account.
Non-monetary assets and liabilities which are denominated in foreign
currencies and valued on the basis of historical cost are converted at the
exchange rate on the transaction date.
5.2 Subsidiaries and joint ventures outside the eurozone
The revenues and expenses of subsidiaries outside the eurozone are
converted into euros at the exchange rate on the transaction date.
Assets and liabilities including goodwill and fair value adjustments in
respect of acquisitions are converted at the rate on the reporting date.
The resulting translation differences are carried in other comprehensive
income in equity. The proportionate share of the currency translation
difference is allocated to any non-controlling interests. If an activity
outside the eurozone is fully or partly divested, the accumulated
exchange rate difference is transferred from equity to the profit and loss
account as part of the result of the sale. The rates of the main currencies
against the euro are as follows:
Closing rate Average rate
2011 2010 2011 2010
US dollar 1.30 1.34 1.39 1.33
British pound 0.84 0.86 0.87 0.86
Danish krone 7.43 7.45 7.45 7.45
UAE dirham 4.77 4.93 5.11 4.88
Malaysian ringgit 4.11 4.10 4.25 4.29
Singapore dollar 1.68 1.71 1.75 1.81
Chinese yuan 8.16 8.82 8.99 9.00
Australian dollar 1.27 1.31 1.35 1.45
6 DERIVATIVES
The Group uses derivatives in order to hedge exchange rate and interest
rate risks resulting from operating, financing and investing activities.
Examples are currency options and forward contracts as well as interest
rate caps and swaps. In accordance with its treasury policy, the Group
does not use derivatives for trading purposes. Nor does it issue such
derivatives. Derivatives are treated as trading instruments. Derivatives
are valued at fair value on first-time inclusion. The resulting income or
expense is stated directly in the profit and loss account unless hedge
accounting is applied (see section 7).
The fair value of derivatives is the estimated amount which the Group
would receive or would have to pay in order to terminate the derivative
on the reporting date, taking into account the current exchange rates and
the current interest rate.
7 HEDGE ACCOUNTING
Where specific conditions are met, hedge accounting can be applied.
Under these specific conditions, there must be a demonstrable
relationship between the variability of the future cash flows or balance
sheet positions (of the hedged item) and the hedging instrument, the
relationship must be documented and the hedge must be sufficiently
effective. The Group applies cash flow hedge accounting to interest rate
derivatives. In this situation, the effective portion of the changes in the
fair value of the derivative financial instrument is stated directly in other
comprehensive income of the hedging reserve in equity. The ineffective
portion of the changes in the fair value of the derivative financial
instrument is stated directly in the profit and loss account. If the hedged
future transactions are stated in the profit and loss account, the transfer
takes place from equity to the profit and loss account or is stated in the
cost price on the first-time inclusion of the non-financial asset or
liability. If no hedge accounting is applied, profits or losses on the
derivative financial instrument are stated directly in the profit and loss
account.
Royal Ten Cate Annual Report 201188
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS>
8 SEGMENT REPORTING
An operating segment is a part of the Group conducting business
activities which can result in revenues and expenses, including revenues
and expenses associated with transactions with other parts of the
Group. The Group determines and presents operating segments on the
basis of the information reported internally to the Chief Operating
Decision Maker (CODM) committees, which take the important operating
decisions in the segment.
The operating results of an operating segment are assessed periodically
by the CODM committees in order to decide on the allocation of
resources to the segment and for performance assessment.
The investment expenses of a segment concern the total expenses
incurred during the reporting period for the acquisition of tangible fixed
assets and intangible assets with the exception of goodwill.
The assets and liabilities of the segment concern items which are or may
reasonably be allocated directly.
Unallocated assets comprise profit tax receivables and cash and cash
equivalents. The unallocated liabilities comprise interest-bearing loans
and profit tax liabilities.
9 REVENUES
Revenues comprise the revenues from goods and services supplied to
third parties. These are stated at the fair value of the consideration
received or to be received, less taxes and any volume, trade or payment
discounts due. Revenues from sales of goods are recognised in the profit
and loss account when the main risks and benefits of ownership have
been transferred to the purchaser. Revenues from services supplied are
recognised in the profit and loss account in proportion to the extent of
performance of the work applying on the reporting date.
No revenues are recognised if the extent of the revenues cannot be
reliably determined and if significant uncertainties remain with regard to
the collection of the remuneration due, the associated costs or the
possible return of goods, and also if there is a protracted management
involvement with such goods.
The Group also carries out projects to manufacture assets under
contracts with third parties. The costs relating to a project are
recognised when they are incurred. As soon as the result of a project in
progress can be reliably estimated, revenues from that project are
recognised in proportion to its degree of completion. Expected losses on
projects are stated immediately in the profit and loss account.
10 GOVERNMENT SUBSIDIES
Subsidies granted as compensation for expenses incurred by the Group
are systematically stated as income in the profit and loss account in the
same period as that in which the subsidisable expenses are incurred and
as soon as there is a reasonable certainty that they will be received and
that the Group will fulfil the attached conditions. Subsidies granted to
compensate the Group for the cost of an asset are systematically stated
as cost of sales in the profit and loss account during the useful life of the
asset.
11 RAW MATERIALS AND MANUFACTURING SUPPLIES
The consumption of raw materials and manufacturing supplies is
calculated on the basis of historical cost.
12 LEASE PAYMENTS
Lease payments in respect of operational leasing are stated in the profit
and loss account on a straight-line basis over the lease term.
Remuneration received as an incentive to effect leases is stated as an
integral part of the total lease costs in the profit and loss account over
the lease term.
Financial lease payments are stated partly as financial expenses and
partly as a repayment of the outstanding liability. The financing costs are
allocated to each period of the total lease term in such a way that this
results in a constant periodic interest rate on the residual balance of the
liability.
13 F INANCIAL INCOME AND EXPENSES
Financial income and expenses include the interest income and expenses
on invested and borrowed monies, interest charges on financial lease
payments, foreign exchange rate differences, results from other
participating interests and results of derivatives for which no hedge
accounting is used and the realised and ineffective portion of the change
in the fair value of derivatives for which hedge accounting is used.
Interest income and expenses are stated in the profit and loss account as
they accrue on the basis of the effective interest method.
Royal Ten Cate Annual Report 2011 89
Material financial expenses in the construction period which are directly
attributable to the acquisition, construction or production of an eligible
asset (which will require a considerable period before it is ready for use
or sale) are capitalised as part of the costs of that asset. Dividend
income from other participating interests is stated in the profit and loss
account at the time at which the entity’s right to payment is established.
14 PROFIT TAX
The tax on profit for the financial year includes the profit tax that is
payable, available for set-off and deferred in respect of the reporting
period. The profit tax is stated in the profit and loss account, except
where it relates to items which are included directly in equity or in other
comprehensive income. Profit tax that is payable and available for
set-off in respect of the reporting period is the profit tax which is
expected to be payable on the taxable result, calculated on the basis of
tax rates which have been set on the reporting date, or on which a firm
decision has been taken by the reporting date, and any corrections to
profit tax payable in respect of previous years. Additional taxes on profit
from dividend payments are stated at the same time as the liability to
pay the respective dividend.
A receivable / provision is recognised for deferred tax differences using
the balance sheet liability method for temporary differences between the
carrying value of assets and liabilities for the financial reporting and the
fiscal carrying value of the items concerned. No provision is formed in
respect of two temporary differences: non-tax-deductible goodwill and
the difference between the economic and fiscal value of subsidiaries,
associated companies, joint ventures and other participating interests.
The amount of the provision for deferred profit tax liabilities is based on
the method by which the carrying value of the assets and liabilities is
expected to be realised or settled, using tax rates which, on the reporting
date, have been specified by law or in material terms.
Deferred profit tax assets and liabilities are offset if there is a legally
enforceable right to offset the profit tax assets and liabilities and such
assets and liabilities relate to profit tax imposed by the same tax
authority on the same taxable entity, or on different taxable entities
which intend to offset the profit tax assets and liabilities or whose profit
tax assets and liabilities are realised simultaneously.
A deferred profit tax asset is only recognised in respect of unused tax
losses, tax income and deductible temporary differences to the extent
that it is likely that future taxable profits will be available which can be
applied for the realisation of the timing difference. Deferred profit tax
assets are reviewed on each reporting date and reduced if it is no longer
likely that the associated tax benefit will be realised.
15 EARNINGS PER SHARE
The Group presents ordinary and diluted earnings per share for the
ordinary share capital. The earnings per ordinary share are calculated on
the basis of the net result attributable to shareholders of the Group
divided by the weighted average number of ordinary shares in issue
during the reporting period (corrected to take account of own shares). In
the calculation of the diluted earnings, the weighted average number of
ordinary shares in issue during the reporting period is corrected to take
account of the potential dilutive effect on the ordinary shares arising
from the share options granted to employees.
16 NEW STANDARDS AND INTERPRETATIONS NOT YET
APPLIED
A number of new standards, amendments to standards and
interpretations were not yet in force in 2011 and have therefore not been
applied to these consolidated financial statements:
■ IAS 19 revised – Employee Benefits, which becomes compulsory in
2013. With effect from 2011 actuarial gains and losses have already
been credited or charged directly to group equity. Annual pension
expenses are also expected to increase as a result of this standard.
This standard is expected to be applied from 2013.
■ IFRS 11 – Joint arrangements, which becomes compulsory in 2013
and may give rise to changes in the treatment of joint ventures and
similar agreements. The effect of this standard on the Group is
currently being examined. The impact is expected to be limited.
The other new or amended standards are not expected to have any
material effect on the Group’s consolidated financial statements.
Royal Ten Cate Annual Report 201190
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS>
17 PRINCIPLES FOR THE PREPARATION OF THE CASH FLOW
STATEMENT
Cash flows from operating activities are presented on the basis of the
indirect method. Cash flows in foreign currencies are converted at the
exchange rate on the date of the cash flow or on a cash basis. Changes
which have not resulted in cash flows, such as exchange rate
differences, acquisitions, financial lease liabilities, changes in fair value,
recognised share-related transactions and similar transactions are
eliminated in this statement. Dividends paid to shareholders are included
in the cash flow from financing activities. Dividends received are stated
in the cash flow from investing activities, and interest paid is stated in
the cash flow from operating activities. Overdrafts which are
immediately repayable and form part of the Group’s cash management
are included in the balance of cash and bank current accounts as part of
the consolidated cash flow statement.
18 INTANGIBLE ASSETS
18.1 Goodwill
Details of the valuation of goodwill on first-time inclusion can be found
in note 4.1. Goodwill is valued at cost less accumulated impairments.
The carrying value of the goodwill on investments in associated
companies is included in the carrying value of the respective investment.
An impairment loss on an associated company is allocated to the
carrying value of the associated company investment. Goodwill is
allocated to cash generating units and is tested each year on the
reporting date to assess whether there is any indication of impairment.
18.2 Other intangible assets
The other intangible assets consist of:
Research and development
Expenses for research activities carried out with a view to acquiring new
scientific or technical knowledge and insights are stated as an expense
in the profit and loss account when they are incurred.
Expenses for development activities, in which research results are used
for a plan or design for the production of new or substantially improved
products and processes, are capitalised if the development costs can be
reliably determined, the product or process is technically and
commercially feasible and the Group has sufficient resources to
complete the development and use or sell the asset. The capitalised
expenses include material costs, direct labour costs, financing costs and
an appropriate portion of directly attributable overheads. Other
development costs are stated as an expense in the profit and loss
account when they are incurred. The capitalised development costs are
valued at cost less accumulated amortisation and accumulated
impairments (see note 23).
Other intangible assets
Other intangible assets acquired by the Group relate to customer
relationships, trademark rights, patents, software and similar rights.
These intangible assets are valued at cost less accumulated amortisation
and accumulated impairments (see note 23). Costs of internally
generated goodwill and trademarks are stated as an expense in the
profit and loss account when they are incurred.
18.3 Expenses after first-time inclusion
Expenses after the first-time inclusion of capitalised intangible assets
are capitalised only if they lead to an increase in the future economic
benefits embodied in the particular asset to which they relate. All other
expenses are charged to the profit and loss account when they are
incurred.
Royal Ten Cate Annual Report 2011 91
18.4 Amortisation
Amortisation is calculated on the cost of the asset, less the residual
value.
Amortisation costs are charged on a straight-line basis to the profit and
loss account in accordance with the estimated useful life of intangible
assets. Goodwill is tested each year on the reporting date to assess
whether any impairment has arisen. The amortisation of other intangible
assets begins as soon as the assets are available for use.
The estimated economic life is as follows:
■ Development costs 5 years
■ Other intangible assets 3 – 14 years
The amortisation method, economic life and residual value are assessed
periodically and adjusted if necessary.
19 TANGIBLE FIXED ASSETS
19.1 Owned assets
Tangible fixed assets are valued at cost less accumulated depreciation
(see 19.4) and accumulated impairments (see note 23).
The cost of self-manufactured assets comprises material costs, direct
labour costs and any other costs attributable directly to the preparation
of the asset for use, any costs of dismantling and removing the asset,
the costs of restoring the location in which the asset is held and
capitalised financing costs.
Where tangible fixed assets consist of components with differing useful
lives, these are stated as separate items under tangible fixed assets.
The profit or loss on the sale of a tangible fixed asset is determined by
comparing the sales proceeds with the carrying value of the tangible
fixed asset. The net difference is stated under other operating income/
expenses in the profit and loss account.
19.2 Leased assets
Leases in which the Group actually assumes all the risks and benefits of
ownership are classified as financial leases. Tangible fixed assets which
are acquired by means of financial leases are valued on first-time
inclusion at the lower of fair value and the present value of the minimum
lease payments at the inception of the lease, less accumulated
depreciation (see note 19.4) and impairments (see note 23). Lease
payments are stated as described in note 12.
19.3 Expenses after first-time inclusion
Expenses incurred for the replacement of a component of a tangible
fixed asset are capitalised provided the future economic benefits
resulting from the asset accrue to the Group and the cost of such
replacement expenses can be reliably determined. All other expenses
are charged to the profit and loss account when they are incurred.
19.4 Depreciation
Depreciation is calculated on the cost of an asset less the residual value.
Depreciation is charged to the profit and loss account on the basis of the
straight-line method over the estimated economic life of each component
of a tangible fixed asset. Land is not depreciated.
The estimated economic life is as follows:
■ buildings 33 years
■ fixtures and installations in buildings 10 years
■ plant and equipment 7 – 10 years
■ inventory 5 years
■ computers and office equipment 3 – 5 years
The depreciation method, economic life and residual value are assessed
periodically and adjusted if necessary.
20 INVENTORIES
Inventories are stated at the lower of cost or net realisable value. The
cost of inventories is based on the FIFO (first in, first out) principle and
includes the costs incurred for the acquisition of the inventories, their
production or conversion and bringing them to the existing location and
condition. In the case of inventories of finished products and work in
progress, the cost includes in addition to the direct costs an appropriate
portion of the indirect costs based on the normal production capacity.
The net realisable value is the estimated sale price in ordinary
operations, less the estimated costs of completion and the sale costs.
Royal Ten Cate Annual Report 201192
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS>
21 TRADE DEBTORS AND OTHER RECEIVABLES
Trade debtors and other receivables with a term of less than one year are
stated at amortised cost less impairments.
Projects in progress commissioned by third parties concern the gross
amount yet to be charged that is expected to be collected from customers
for the contract work carried out up to the reporting date. This item is
carried at cost plus the profit recognised up to that time less invoiced
instalments in proportion to the progress of the project and recognised
losses. The cost includes all expenditure directly related to specific
projects and an allocation of the fixed and variable indirect costs
incurred.
Projects in progress commissioned by third parties under contracts in
which the amount of costs incurred plus the recognised profit is higher
than the invoiced instalments are stated in the balance sheet under
other receivables. If the amount of invoiced instalments is higher than
the costs incurred plus recognised profit, the difference is stated in the
balance sheet under trade creditors and other payables.
22 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances and immediately
claimable credit balances with an original term of three months or less.
Overdrafts at banks which are immediately claimable and form an
integral part of the Group’s cash management are included as part of the
cash and cash equivalents for the purposes of the cash flow statement.
23 IMPAIRMENT
The carrying value of the Group’s assets, except that of inventories (see
note 20) and deferred profit tax assets (see note 14) is examined at each
reporting date in order to determine whether there are indications of
impairment.
If there are such indications, an estimate is made of the realisable value
of the asset. In the case of goodwill and intangible assets which are not
yet available for use, the realisable value is estimated at each reporting
date. This also applies if there is an indication of impairment.
An impairment is recognised when the carrying value of an asset or the
cash generating unit thereof is higher than the estimated realisable
value. It is first charged to any allocated goodwill and then deducted
proportionately from the carrying value of the other assets.
For the testing of impairments, assets which cannot be tested
individually are combined into the smallest distinguishable group of
assets which, as a result of continuous use, generates cash flow that is
broadly independent of the incoming cash flows from other assets or
groups of assets (the cash generating unit). Taking into account the
maximum size of an operating segment before aggregation (the
‘operating segment ceiling test’), cash generating units to which
goodwill has been allocated for the testing of goodwill with regard to
impairment are combined in such a way that the level at which such
impairment is tested reflects the lowest level at which goodwill is
monitored in internal reporting. Goodwill acquired in a business
combination is allocated to groups of cash generating units which are
expected to benefit from the synergy advantages of the combination.
23.1 Calculation of the realisable value
The realisable value is the higher of the recoverable amount, less costs
to sell, and the value in use. In determining the value in use, the present
value of the estimated future cash flows is calculated using a discount
rate before tax which reflects both the current market valuations of the
time value of money and the specific risks relating to the asset or cash
generating unit. In the case of an asset which generates no cash receipts
that are largely independent of other assets, the realisable value is
determined for the cash generating unit to which the asset belongs.
Royal Ten Cate Annual Report 2011 93
23.2 Reversal of impairments
An impairment relating to goodwill cannot be reversed. In the case of
other assets, an assessment is made on the reporting date as to whether
an impairment must be reversed if there is a change in the estimates on
which the realisable value was based.
An impairment is only reversed to the extent that the carrying value of
the asset is not higher than the carrying value which would have been
determined after the deduction of depreciation, if no impairment had
been recognised.
Goodwill which is part of the carrying value of an investment in an
associated company is not recognised separately and therefore not
tested separately for impairment. Instead, the total amount of the
investment in an associated company is tested for impairment as a
single asset if there are objective indications that the investment in an
associated company may be subject to impairment.
24 SHARE CAPITAL
24.1 Share capital
The share capital is classified as equity.
24.2 Repurchase of own shares
On the repurchase of share capital which is stated in the balance sheet
as equity, the amount of the paid consideration, including directly
attributable costs, is stated as a change in equity. Repurchased shares
are classified in the reserve for own shares and presented as a deduction
from total equity.
24.3 Dividend
Dividend is stated as a liability in the period in which it is declared.
25 PENSION LIABILITIES
25.1 Defined contribution schemes
Liabilities relating to contributions to defined contribution pension
schemes are charged to the profit and loss account in the period to
which they relate.
25.2 Defined benefit schemes
The Group’s net liability in respect of defined benefit pension schemes is
calculated separately for each scheme by estimating the amount of the
future entitlement which employees have earned in the present and
previous reporting periods in exchange for their services. This
entitlement is discounted in order to determine the present value, with
the fair value of the fund investments being deducted. The discount rate
is the yield on the reporting date of bonds which have an AA credit rating
and a period to maturity which approximates the term of the Group’s
liabilities and are denominated in the currency in which the entitlements
arise. The calculation is performed by an authorised actuary on the basis
of the projected unit credit method. If the entitlements under a pension
scheme are increased, the proportion of the higher entitlement which
relates to employees’ past service is stated as an expense in the profit
and loss account on a straight-line basis over the average period up to
the vesting of the rights. If the rights are vested immediately, the
expense is stated immediately in the profit and loss account.
Actuarial gains and losses in respect of a pension scheme are credited or
charged directly to group equity. If the calculation results in a receivable
for the Group, the recognised asset item is limited to an amount not
exceeding any unrecognised back-service costs and the present value of
economic benefits in the form of any future repayments by the fund or, if
lower, future pension contributions.
Royal Ten Cate Annual Report 201194
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS>
26 SHARE-BASED PAYMENTS
The option scheme enables the Group’s management to acquire shares in
Royal Ten Cate. The fair value of the granted options is stated under
personnel costs, with a corresponding entry in equity. The fair value is
determined on the grant date and is allocated over the period up to the
time at which the management acquires an unconditional right to the
options. The amount stated as costs is adjusted annually to the number
of options which will be exercised. The fair value of the granted options
is determined on the basis of the binomial model, taking account of the
conditions under which the options have been granted. Valuation factors
include the share price on the valuation date, the exercise price of the
instrument, the expected volatility, the weighted average expected term
of the instruments (based on past experience and the conduct of the
instrument holders), the expected dividends and the risk-free interest
rate (based on government bonds).
27 PROVISIONS
A provision is recognised in the balance sheet if there is a legally
enforceable or actual obligation as a result of a past event and it is likely
that an outflow of resources will be required to settle such liability and
such outflow can be reliably estimated. If the effect of this is material,
the provisions are determined by discounting the expected future cash
flows using a discount rate before profit tax which reflects the current
market valuations of the time value of money and, if necessary, the
specific risks of the liability. Interest accrual is stated as a financial
expense.
27.1 Claims and guarantees
The provision for claims relates to damages claims and any litigation
costs. The provision for guarantees relates to goods and services
supplied and is based on historical guarantee data.
27.2 Reorganisation
Reorganisation provisions are included if the Group has formalised a
detailed plan for the reorganisation and has begun or publicly announced
the reorganisation. The reorganisation provision does not include costs
incurred in relation to future activities.
27.3 Other personnel liabilities
Long-service leave and other allowances such as anniversaries form part
of the provisions under other personnel liabilities. These provisions are
accumulated over the respective period as in the case of defined benefit
pension schemes, except that actuarial gains or losses are recognised in
the profit and loss account in the period in which they arise.
27.4 Environment
In accordance with the Group’s published environmental policy and the
applicable legal obligations, a provision for the clearance of
environmental pollution is recognised when the pollution occurs.
27.5 Onerous contracts
A provision is recognised in the balance sheet for onerous contracts if
the benefits which the Group expects to obtain from a contract are lower
than the unavoidable costs of fulfilling the liabilities under the contract.
The provision is valued at the lower of the present value of the expected
costs of terminating the contract and the present value of the expected
net costs of continuing the contract.
28 LONG-TERM DEBTS
When included for the first time, interest-bearing loans received are
stated at fair value less directly attributable transaction costs. After
first-time inclusion, interest-bearing loans are carried at amortised cost,
with the difference between the cost and the redemption price being
stated in the profit and loss account on the basis of the effective interest
method over the term of the loans.
Royal Ten Cate Annual Report 2011 95
29 TRADE CREDITORS
Trade creditors and other payables are carried at amortised cost.
30 DETERMINATION OF FAIR VALUE
A number of principles and the Group’s information provision require the
determination of the fair value of both financial and non-financial assets
and liabilities. For the purposes of valuation and information provision,
the fair value is determined on the basis of the following methods. If
applicable, further information on the principles for determining the fair
value is provided in the section of these notes applying specifically to
the respective asset or the respective liability.
■ Tangible fixed assets
The fair value of tangible fixed assets included as a result of a business
combination is the estimated amount for which a property could be
traded on the valuation date between a willing buyer and a willing seller
in an arm’s length transaction after proper marketing in which the parties
have each acted prudently and knowledgeably. The market value of other
tangible fixed assets and inventories is based on the listed market prices
of comparable assets and items where available, and on replacement
costs where applicable.
■ Intangible assets
The fair value of patents and trademarks acquired as part of a business
combination is determined on the basis of the discounted estimated
royalties which have been avoided as a result of ownership of the patent
or trademark. The fair value of customer relationships acquired in a
business combination is determined using the excess earnings method
over several periods, with the respective assets being valued after
deduction of a real return on all other assets which jointly constitute the
associated cash flows. The fair value of other intangible assets is based
on the expected present value of the cash flow from the use and ultimate
sale of the asset.
■ Inventories
The fair value of inventories acquired as part of a business combination
is determined on the basis of the estimated sale price in normal business
operation, less the estimated costs of completion and the sale costs,
plus a reasonable profit margin reflecting the completion and sale effort.
■ Trade debtors and other receivables
The fair value of trade debtors and other receivables, excluding projects
in progress commissioned by third parties, is estimated at the present
value of the future cash flows, on the basis of the market interest rate
applying on the reporting date. This fair value is determined for
information purposes or if the trade debtors and other receivables are
acquired by means of a business combination.
Royal Ten Cate Annual Report 201196
Notes to the profit and loss account
31 OPERATING SEGMENTS
The Group consists of three segments, as described below. The segments
offer a range of products and services, are managed separately and use
various technologies. The summary below describes the activities of the
various segments of the Group:
■ Advanced Textiles & Composites
Manufacture and sale of protective and safety fabrics for professional
wear, outdoor fabrics, composites for personal and vehicle protection
and composites for industrial applications and technological applications
in aerospace.
■ Geosynthetics & Grass
Manufacture and sale of fabrics, non-wovens and grids for civil
engineering, environmental projects, recreational and industrial
applications and manufacture and sale of synthetic turf fibres and
backing for a range of applications.
■ Other activities
Manufacture and sale of rubber and foam rollers for the office equipment
industry and related products, development, production and sale of inkjet
technology and related components for industrial applications, as well
as country holding companies and service companies.
Limited transactions take place between the segments. The prices for
these transactions are determined on an objective business basis. There
is no segment in which the Group depends on sales to a single customer
for all its revenues.
Analysis by geographic location
The segments operate on four continents, namely Europe, North America,
Australia and Asia. In the presentation of information based on
geographic segments, the revenues of the segment are based on the
geographic location of origin. The assets of the segments are based on
the geographic location of the assets.
The following page contains an overview of each of the reporting
segments. The performance is determined on the basis of the operating
result of the sector, as stated in the internal management report to the
CODM committees.
Royal Ten Cate Annual Report 2011 97
31.1 Analysis by operating segment
Advanced Textiles
& Composites
Geosynthetics
& Grass Other activities
Elimination between
the segments Consolidated
In millions of euros 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
EXTERNAL REVENUES 538.4 448.4 525.9 469.3 74.5 66.8 – – 1,138.8 984.5
Revenue from transactions
between segments 1.2 0.8 0.7 0.4 5.6 14.2 7.5 15.4 – –
Depreciation and amortisation – 15.3 – 15.2 – 28.9 – 26.2 – 3.7 – 3.5 – – – 47.9 – 44.9
OPERATING RESULT 64.7 38.6 20.8 27.7 4.1 8.3 – – 89.6 74.6
Financial income 1 0.2 0.2
Financial expenses 1 –11.3 – 10.6
Profit tax – 18.7 – 17.9
Net result from associated
companies – – – 1.3 – 1.3 – – – – – 1.3 – 1.3
ASSETS AND LIABILITIES
Assets of segments 387.2 352.5 484.7 432.1 76.8 68.0 – – 948.7 852.6
Investments in associated
companies – – 4.6 5.2 – – – – 4.6 5.2
Investments in other
participating interests – 0.5 – – – – – – – 0.5
Unallocated assets * – – – – – – – – 50.1 31.2
Total assets 387.2 353.0 489.3 437.3 76.8 68.0 – – 1,003.4 889.5
Liabilities of segment *,2 82.1 77.7 80.1 72.8 49.6 36.6 – – 211.8 187.1
Unallocated liabilities – – – – – – – – 322.1 260.1
Total liabilities 82.1 77.7 80.1 72.8 49.6 36.6 – – 533.9 447.2
Investment expenditure 8.3 4.5 12.2 9.9 5.2 6.9 25.7 21.3
* Adjusted for change of accounting policy of pensions; see note 2.
1 Excluding € 0.2 million consolidated translation differences (2010: € 0.4 million).
2 Excluding intercompany loans.
Royal Ten Cate Annual Report 201198
NOTES TO THE PROFIT AND LOSS ACCOUNT>
31.2 Analysis by geographic location
Revenues by origin Non-current assets by origin
2011 2010 2011 2010
Netherlands 232.9 178.0 65.9 57.6
Rest of Europe 197.9 170.8 103.5 100.8
North America 544.7 484.8 154.2 141.4
Asia / Australia /
Middle East 163.3 150.9 175.9 162.4
TOTAL 1,138.8 984.5 499.5 462.2 * Non-current assets exclude derivative financial instruments and deferred profit tax
receivables.
32 ACQUISITIONS AND SALE OF PARTICIPATING INTERESTS
32.1 Acquisitions
On 25 February 2011, the Group acquired control of the GreenFields
group (‘GreenFields’). The Group now holds 90% of the shares in
GreenFields, representing an increase of 58% compared to 31 December
2010. The other shareholder in GreenFields has the right to acquire an
additional 5% interest if certain return requirements are met.
GreenFields develops and markets synthetic turf systems mainly for
sports applications, both directly and through partners. Due to its well-
developed international network and high-quality support, GreenFields
has secured a relevant share of the FIFA related market as a FIFA
Preferred Producer. For reporting purposes, this acquisition has been
included in the Geosynthetics & Grass sector.
On 18 March 2011, the Group completed the acquisition of the assets of
Emas Kiara Industries Berhad (Rawang, Malaysia). Emas Kiara Industries
is a full-line producer and supplier of a wide range of geosynthetic
products and solutions, focusing primarily on the Asian markets. The
addition of Emas Kiara’s production facilities, employees and product
brands will strengthen the position of TenCate Geosynthetics in this fast-
growing region of the world. These activities are concentrated on the
fast-growing environmental, infrastructure and water management
applications in the region. For reporting purposes, this acquisition has
been included in the Geosynthetics & Grass sector.
*
On 10 May 2011, TenCate acquired the assets of Difco Performance
Fabrics Inc in Montreal (Quebec, Canada). The assets acquired by
TenCate include all brand names of Difco and other intellectual property
rights relating to Difco’s portfolio of protective fabrics products.
Inventories and trade receivables have also been acquired. This
transaction will expand TenCate’s commercial presence and production
activities in the protective fabrics markets in the United States and
Canada. For reporting purposes, this acquisition has been included in the
Advanced Textiles & Composites sector.
On 7 June 2011, the Group reached an agreement with the receiver to
acquire the tangible and intangible assets of the insolvent company
Osiris Inkjet Systems B.V. of Hengelo.
On 16 November 2011, TenCate acquired a controlling interest in ABDS
ApS. As at 31 December 2011, TenCate held 51% of the shares of ABDS
(end of 2010: 10%). In December 2011, agreement was reached with the
other shareholders on the acquisition of all the shares; this transaction
was completed at the beginning of 2012. ABDS ApS was fully
consolidated at the end of 2011. ABDS ApS is engaged in the
development and market preparation of the TenCate ABDS® active blast
countermeasure system intended to protect army vehicles against
roadside bombs. The system is scheduled to be deployed in the course of
2012-2013. This acquisition has been included in the Advanced Textiles
& Composites sector.
These acquisitions are being accounted for in accordance with the
acquisition method (IFRS 3). The acquisition amounts have been
allocated to the identified acquired assets and liabilities, based on the
fair value. The purchase price allocations for the aforementioned
acquisitions have not yet been completed.
Royal Ten Cate Annual Report 2011 99
32.2 Effects of the acquisition of subsidiaries
The effect of the above acquisitions on the assets and liabilities was
as follows:
Identifiable acquired assets and liabilities
Tangible fixed assets 18.9
Intangible fixed assets 18.2
Financial fixed assets 0.1
Inventories 4.0
Trade debtors and other receivables 11.4
Cash and cash equivalents 3.0
Other reserves 9.2
Non-controlling interest 1.0
Deferred profit tax liabilities – 2.6
Other provisions – 5.0
Interest-bearing loans – 14.3
Banks, current accounts – 1.5
Trade creditors and other payables – 12.9
Net identifiable assets and liabilities 29.5
Goodwill on acquisition 14.0
Purchase price 43.5
Value of existing interest – 2.6
Outstanding amount payable – 10.1
Acquired cash less short-term bank debts – 1.5
Cash outflow 29.3
The acquisitions have been combined in the above table because none of
the acquired undertakings is material in its own right.
In 2011, an amount of € 9.2 million was charged to other reserves in
connection with transactions with non-controlling shareholders to
acquire the remaining interest in ABDS ApS and the completion of a
purchase price allocation. In 2010, an amount of € 6.9 million was
charged to other reserves in connection with transactions with non-
controlling shareholders to acquire the remaining interests in AML and
TigerTurf.
The expected synergy effects for the Group result in a total of € 9.1
million of goodwill paid for the acquisitions. The goodwill has also risen
by € 4.9 million in connection with the finalisation of a purchase price
allocation. The goodwill is not deductible for tax purposes.
The effect of the acquisitions on 2011 revenues and results after tax
amounts to € 51.5 million and – € 1.3 million respectively. The revenues
and net results would not differ materially if the acquisition had taken
place on 1 January 2011. The Group incurred acquisition-related costs of
€ 1.4 million in respect of external legal advice, due diligence and stamp
duty.
33 PERSONNEL COSTS 2011 2010
Wages and salaries 149.7 139.2
Social charges 29.8 26.8
Costs of option scheme 1.9 1.4
Pension costs 4.3 5.2
Temporary personnel 14.7 10.6
Other personnel costs 4.8 4.8
205.2 188.0
The pension costs comprise € 0.7 million (2010: € 1.7 million) in respect
of defined benefit pension schemes (see note 48.3) and € 3.6 million
(2010: € 3.5 million) in respect of defined contribution schemes. The
average number of employees (permanent and temporary) in the Group in
2011 was 4,797 (2010: 4,376).
34 OTHER OPERATING COSTS
34.1 Government subsidies
The Group’s profit and loss account includes € 2.4 million of government
subsidies in 2011 (2010: € 2.8 million). The subsidies relate particularly
to subsidised research and development projects.
Royal Ten Cate Annual Report 2011100
NOTES TO THE PROFIT AND LOSS ACCOUNT>
34.2 Research and development
The costs associated with research and development amounted to
€ 12.2 million in 2011 (2010: € 9.2 million), of which € 7.6 million
(2010: € 6.7 million) has been stated in personnel costs and € 4.6 million
(2010: € 2.5 million) in Other operating costs.
34.3 Book profit on sale of tangible fixed assets
The Group sold land and buildings in 2011 on which a total book profit of
€ 0,9 million was recorded (2010: € 0.1 million).
2011 2010
Land and buildings 0.7 –
Other 0.2 0.1
Result from sale 0.9 0.1
Book value of sold assets 2.5 0.8
Proceeds from sale 3.4 0.9
34.4 Result of acquisition of controlling interests
The Other operating costs include a result of € 2.1 million for the
acquisition of controlling interests in GreenFields and ABDS ApS. This
result is connected to the fair value adjustments to the interests and the
settlement of existing relationships.
34.5 Operating lease expenses
The Group included € 8.5 million of expenses relating to operating leases
in other operating costs in 2011 (2010: € 8.4 million).
35 NET FINANCIAL EXPENSES 2011 2010
Interest income 0.2 0.2
Foreign currency translation differences – 0.4
Financial income 0.2 0.6
Interest expenses – 8.0 – 6.4
Realised change in the fair value of derivatives for which hedge accounting is used – 2.8 – 2.8
Ineffective portion of the change in the fair value of derivatives for which hedge accounting is used – 0.2 – 0.1
Result of derivatives for which no hedge accounting is used – 0.3 – 1.3
Foreign currency translation differences – 0.2 –
Financial expenses and impairment – 11.5 – 10.6
Net financial expenses – 11.3 – 10.0
Royal Ten Cate Annual Report 2011 101
36 PROFIT TAX 2011 2010
Profit tax payable
Current financial year – 16.9 – 21.3
Recognition of previously unrecognised tax losses 0.2 0.7
Overprovision in previous years 0.7 0.1
– 16.0 – 20.5
Deferred tax profit
Origination and reversal of temporary differences – 4.2 2.5
Recognition of previously unrecognised tax losses 0.1 1.5
Change in unrecognised temporary differences 1.1 – 1.2
Change in tax rates 0.3 – 0.2
– 2.7 2.6
Total profit tax charge in profit and loss account – 18.7 – 17.9
Reconciliation with applicable profit tax rate 2011 2010
Result before profit tax 78.3 64.6
Tax on profit at average weighted local profit tax rate 29.8% 23.3 27.6% 17.8
Non-tax-deductible costs 1.4% 1.1 0.9% 0.6
Tax-exempt income – 6.9% – 5.4 – 4.5% – 2.9
Prior year adjustments – 0.9% – 0.7 – –
Change in tax rates – 0.4% – 0.3 0.3% 0.2
Losses in reporting year for which no tax losses have been recognised 2.4% 1.9 5.1% 3.3
Change in prior year tax losses for which no deferred tax is recognised – 0.4% – 0.3 – 3.4% – 2.2
Change in unrecognised deferred tax assets in respect of valuation differences – 1.4% – 1.1 1.9% 1.2
Other items 0.3% 0.2 – 0.2% – 0.1
Tax charge in the profit and loss account 23.9% 18.7 27.7% 17.9
The rise in the weighted average tax rate from 27.6% to 29.8% results particularly from changes in the various countries’ shares in the result before
profit tax. In comparison with 2010, a larger share of the result was generated in countries with a relatively higher tax rate in 2011.
Royal Ten Cate Annual Report 2011102
Notes to the consolidated balance sheet
in million of euros
37 INTANGIBLE ASSETS Goodwill Development
Other
intangible
assets Total
Cost
Balance as at 1 January 2010 163.9 5.1 62.4 231.4
Acquisitions 21.9 – 11.3 33.2
Investments – 4.9 0.2 5.1
Exchange rate differences 9.2 – 3.5 12.7
Balance as at 31 December 2010 195.0 10.0 77.4 282.4
Acquisitions 14.0 – 18.2 32.2
Investments – 3.0 1.4 4.4
Exchange rate differences 5.5 0.3 2.5 8.3
Balance as at 31 December 2011 214.5 13.3 99.5 327.3
Amortisation
Balance as at 1 January 2010 2.0 0.7 24.9 27.6
Amortisation – 0.9 9.5 10.4
Exchange rate differences 0.4 – 1.2 1.6
Balance as at 31 December 2010 2.4 1.6 35.6 39.6
Amortisation – 1.3 11.6 12.9
Exchange rate differences 0.1 0.1 1.6 1.8
Balance as at 31 December 2011 2.5 3.0 48.8 54.3
Book value
Balance as at 1 January 2010 161.9 4.4 37.5 203.8
Balance as at 31 December 2010 192.6 8.4 41.8 242.8
Balance as at 31 December 2011 212.0 10.3 50.7 273.0
Royal Ten Cate Annual Report 2011 103
37.1 Amortisation/impairment
The Group recognised no impairment losses on intangible assets in 2011
(2010: € 0).
37.2. Impairment testing for cash generating units which include
goodwill
The following units include goodwill items:
2011 2010
TenCate Grass 120.0 104.9
TenCate Advanced Armour EU 36.0 35.8
TenCate Advanced Composites USA 20.2 19.5
TenCate Advanced Armour USA 22.6 21.8
Others 13.2 10.6
Total 212.0 192.6
The Group tested the existing goodwill for impairment in 2011. The
realisable value has been determined on the basis of the value in use.
The value in use is based on the future cash flows over the forthcoming
four years, based on historical empirical data, market expectations and
strategic plans. No growth rate is applied for the period beyond four
years. The value in use in 2011 has been determined in the same way as
in 2010. On the basis of this test, no goodwill impairment has been
recognised. The changes in 2011 related to acquisitions, the finalisation
of the purchase price allocation for TigerTurf and exchange rate
differences.
Principal assumptions made in estimating the present value of cash
flows
The principal assumptions made in calculating the realisable value
concern discount rates, revenue growth and gross margins.
Discount rate
The discount rate is a pre-tax measure based on the risk-free interest
rate in the government bond market, adjusted for the risk premium for
both the higher risk of securities investments and TenCate’s systemic
risk. The pre-tax discount rates used range from 8.6% to 11.2%
(2010: 7.7% to 9.9%). The discount rates used have risen compared to
2010, particularly due to an increase in the risk-free interest rate.
Revenue growth
The expected revenue growth is expressed as the compound annual
growth in the first four years of the schedules used to test impairment
and is based on past experience, market expectations and strategic
plans.
Gross margin
The gross margin is the margin based on cost prices (in accordance with
the inventory valuation principles) as a percentage of expected revenues.
2015 is the final year of the cash flow forecast. The 2015 cash flow
forecast is also used to calculate the perpetual cash flow.
Sensitivity to changes in assumptions
We have examined the sensitivity of the principal assumptions (discount
rate, revenue growth and gross margin) and concluded that an increase
of the discount date or a decrease of the gross margin as a percentage
of revenues by more than a 90-basis-point the book value exceeds the
recoverable amount in the Grass unit. With regard to the other cash-
generating units, it was concluded that on a reasonable basis an
adjustment to one of these assumptions would not cause the carrying
value to exceed the realisable value.
37.3 Amortisation
The amortisation of € 12.9 million (2010: € 10.4 million) has been stated
in ‘Amortisation’ in the profit and loss account.
Royal Ten Cate Annual Report 2011104
> NOTES TO THE CONSOLIDATED BALANCE SHEET
38 TANGIBLE FIXED ASSETS
Land and
operating
buildings
Plant
and
equipment
Other
operating
assets
Operating
assets under
construction Total
Acquisition value
Balance as at 1 January 2010 126.6 389.2 42.6 8.0 566.4
Acquisitions 0.8 4.1 1.5 0.3 6.7
Investments 6.2 10.7 2.0 – 2.7 16.2
Divestments – 1.1 – 2.1 – 0.2 – – 3.4
Exchange rate differences 5.3 13.8 1.4 1.1 21.6
Balance as at 31 December 2010 137.8 415.7 47.3 6.7 607.5
Acquisitions 6.9 10.7 1.3 – 18.9
Investments 1.3 22.1 2.8 – 4.9 21.3
Divestments – 5.4 – 2.1 – 0.8 – – 8.3
Exchange rate differences 2.6 7.2 0.6 0.3 10.7
Balance as at 31 December 2011 143.2 453.6 51.2 2.1 650.1
Depreciation
Balance as at 1 January 2010 56.9 260.8 34.0 – 351.7
Depreciation 5.7 25.7 3.1 – 34.5
Divestments – 0.5 – 2.0 – 0.1 – – 2.6
Exchange rate differences 1.8 7.2 0.7 – 9.7
Balance as at 31 December 2010 63.9 291.7 37.7 – 393.3
Depreciation 5.7 25.8 3.5 – 35.0
Divestments – 3.2 – 1.9 – 0.7 – – 5.8
Exchange rate differences 0.8 4.5 0.4 – 5.7
Balance as at 31 December 2011 67.2 320.1 40.9 – 428.2
Book value
Balance as at 1 January 2010 69.7 128.4 8.6 8.0 214.7
Balance as at 1 January 2011 73.9 124.0 9.6 6.7 214.2
Balance as at 31 December 2011 76.0 133.5 10.3 2.1 221.9
Royal Ten Cate Annual Report 2011 105
38.1 Impairment and reversal of impairment
The Group recognised no impairment of tangible fixed assets in 2011
(2010: € 0). No impairment losses were reversed during the year.
38.2 Leased buildings, plant and equipment
The Group leases buildings, plant and equipment under a number of
financial leases. The net carrying value of these assets as at
31 December 2011 was € 4.8 million (31 December 2010: € 5.4 million).
The leased buildings, plant and equipment serve as collateral for the
financial lease liabilities (see note 47).
38.3 Collateral
As at 31 December 2011, plant and equipment belonging to Ten Cate –
Union Protective Fabrics Asia Ltd worth € 7.0 million (2010: € 7.1 million)
was pledged as collateral for a credit facility of € 9.8 million
(2010: € 10.1 million). € 6.8 million of this credit facility was drawn as at
the end of 2011 (2010: € 6.3 million).
38.4 Depreciation charge
The depreciation charge of € 35.0 million (2010: € 34.5 million) has been
stated in depreciation in the profit and loss account.
39 INVESTMENTS IN ASSOCIATED COMPANIES AND FINAN-
CIAL FIXED ASSETS
39.1 Associated companies
On 25 May 2011, TenCate acquired a 30% interest in the associated
company Hellas Construction Inc in Austin (Texas, United States of
America). Hellas focuses on the construction of synthetic turf pitches
and athletics tracks in North America. From December 2011, TenCate
also has the option to raise its interest by 7% per year over the next
three years at an acquisition price dependent on the EBITDA generated
by Hellas.
The investment in associated companies in 2010 relates to an increase
in the interest in Landscape Solutions B.V. from 20% to 25% due to a
restructuring of Landscape Solutions B.V.
The associated companies item relates to the 30% interest in the shares
of Hellas and the 25% interest in the shares of Landscape Solutions B.V.
at the end of 2011.
The share in the net income of associated companies amounted to
– € 1.3 million (2010: – € 1.3 million).
As a result of the increase in the additional interest in TigerTurf, net
income of € 0.1 million has been stated in the result from associated
companies in 2010, relating to the realisation of currency translation
differences and fair value adjustments to the interest and the operating
income to 28 April 2010 inclusive.
The Group received no dividend payments from associated companies in
2011 (2010: € 0). The associated companies have a carrying value of
€ 4.6 million as at 31 December 2011 (31 December 2010: € 5.2 million).
Royal Ten Cate Annual Report 2011106
> NOTES TO THE CONSOLIDATED BALANCE SHEET
Associated companies and joint ventures
The summary financial data have not been adjusted in respect of the
percentage owned by the Group and can be analysed as follows as at
31 December:
2011 2010
Non-current assets 26.8 10.9
Current assets 26.8 24.4
Total assets 53.6 35.3
Current liabilities 18.7 21.3
Non-current liabilities 7.7 12.9
Total liabilities 26.4 34.2
Revenues 64.8 78.6
Costs 69.0 88.5
Profit/(loss) – 4.2 – 9.9
The changes in the associated companies item were as follows:
2011 2010
Balance as at 1 January 5.2 18.9
Investments 5.5 0.2
Divestment as a result of acquiring control – 5.2 – 12.6
Result – 1.3 – 1.3
Currency translation differences 0.4 –
Balance as at 31 December 4.6 5.2
39.2 Financial fixed assets
The financial fixed assets can be analysed as follows:
2011 2010
Other participating interests – 0.5
Other long-term receivables and investments 11.1 9.6
Balance as at 31 December 11.1 10.1
Other participating interests
The other participating interest concerns Performance Fabrics and Fibers
LLC (PFF), Andrews (South Carolina) 16%.
On 24 September 2010 the Group acquired a 10% interest in ABDS ApS.
In 2011 a controlling interest was acquired in ABDS (see note 32.1).
2011 2010
Balance as at 1 January 0.5 –
Investments – 0.5
Divestments due to acquisition of control – 0.5 –
Balance as at 31 December – 0.5
Other long-term receivables and investments
The main long-term receivables and investments concern invested
pension assets at a number of American subsidiaries of € 8.2 million
(2010: € 7.2 million) and an advance payment in connection with long-
term lease rights in China and Malaysia amounting to € 2.2 million
(2010: € 2.1 million).
Koninklijke Ten Cate nv Jaarverslag 2011 107
40 DEFERRED PROFIT TAX ASSETS AND LIABILITIES
The deferred profit tax assets and liabilities recognised in the balance
sheet are attributable to the following items:
Receivables Liabilities Net
2011 2010 2011 2010 2011 2010
Intangible assets – – – 9.1 – 10.1 – 9.1 – 10.1
Tangible fixed assets – – – 13.1 – 5.1 – 13.1 – 5.1
Financial fixed assets 0.1 – – – 0.1 –
Inventories 5.6 5.3 – – 5.6 5.3
Derivatives 1.9 1.3 – – 1.9 1.3
Other receivables 0.7 1.0 – – 0.7 1.0
Pension provisions 2.2 4.2 – – 2.2 4.2
Other provisions 9.6 4.1 – – 9.6 4.1
Tax value of loss carry-forwards 12.9 13.7 – – 12.9 13.7
Other items 2.3 0.3 – – 2.3 0.3
Deferred profit tax asset/liability 35.3 29.9 – 22.2 – 15.2 13.1 14.7
Set-off assets and liabilities – 14.2 – 11.0 14.2 11.0 – –
Net deferred profit tax asset/liability 21.1 18.9 – 8.0 – 4.2 13.1 14.7
The changes in the temporary differences during the financial year can
be analysed as follows:
As at
1 January 2010
Change
of system
Adjusted
balance as at
1 January 2010
Recognised in
profit and loss
account
Recognised
in other com-
prehensive
income
Acquired
through
business
combinations
As at
31 December
2010
Intangible assets – 5.1 – 5.1 – 1.5 – 3.5 – 10.1
Tangible fixed assets – 2.6 – 2.6 – 2.2 – 0.3 – 5.1
Financial fixed assets 0.3 0.3 – 0.3 –
Inventories 3.8 3.8 1.3 0.2 5.3
Derivatives – – 0.2 1.1 1.3
Other receivables 0.3 0.3 0.7 1.0
Pension provisions 6.4 – 2.2 4.2 – 0.8 0.8 4.2
Other provisions 2.8 2.8 0.5 0.8 4.1
Tax value of loss carry-forwards 10.3 10.3 3.4 13.7
Other items – 0.7 – 0.7 1.0 0.3
Deferred profit tax asset/liability 15.5 – 2.2 13.3 2.3 1.9 – 2.8 14.7
Royal Ten Cate Annual Report 2011108
> NOTES TO THE CONSOLIDATED BALANCE SHEET
As at
1 January 2011
Recognised
in profit and
loss accounts
Recognised in
other com-
prehensive
income
Acquired
through
business
combinations
As at
31 December
2011
Intangible assets – 10.1 3.6 – – 2.6 – 9.1
Tangible fixed assets – 5.1 – 8.0 – – – 13.1
Financial fixed assets – 0.1 – – 0.1
Inventories 5.3 0.3 – – 5.6
Derivatives 1.3 0.3 0.3 – 1.9
Other receivables 1.0 – 0.3 – – 0.7
Pension provisions 4.2 – 4.0 2.0 – 2.2
Other provisions 4.1 5.5 – – 9.6
Tax value of loss carry-forwards 13.7 – 2.2 1.4 – 12.9
Other items 0.3 2.0 – – 2.3
Deferred profit tax asset/liability 14.7 – 2.7 3.7 – 2.6 13.1
€ 0.3 million of the amount stated in the profit and loss account was
included in the Result from associated companies in 2010.
The tax effect of the other comprehensive income in Group equity is
€ 3.7 million (2010: € 1.9 million) and relates to the actuarial results in
respect of pensions and the hedging reserve.
The realisation of the deferred profit tax assets depends on the future
taxable profit being higher than the profit from the reversal of taxable
temporary differences. On the basis of a projection of the estimated
taxable profit and the existing fiscal planning possibilities, it is
considered likely that sufficient taxable profit will be generated in future
to realise these deferred profit tax assets.
Deferred profit tax assets not recognised in the balance sheet
As at 31 December 2011 there were € 66.2 million (2010: € 50.6 million)
of unused losses available for set-off. No deferred profit tax asset has
been recognised in respect of this amount because it is currently unlikely
that future taxable profit will be available to the Group for the losses to
be set off. The amount of profit tax concerned as at 31 December 2011
was € 16.1 million (2010: € 11.6 million).
The expiry periods of the unused losses available for set-off are shown
in the table below:
2011 2010
Within 2 to 5 years 11.4 12.3
After 5 years 24.0 18.8
Unspecified period 30.8 19.5
Unused losses available for set-off 66.2 50.6
41 INVENTORIES 2011 2010
Raw materials and manufacturing supplies 90.3 67.5
Semi-manufactures 59.8 51.6
Finished products 117.8 97.8
Inventories 267.9 216.9
In 2011 the raw materials and manufacturing supplies and changes in
finished products and work in progress included as costs of sales
amounted to € 569.2 million (2010: € 483.3 million). In 2011 the reduction
in the inventory value included as an expense amounted to a net
recoverable amount of € 4.2 million (2010: € 3.3 million). The reversal of
the reduction in the inventory value in 2011 amounted to € 3.2 million
(2010: € 2.7 million). The inventory value included as an expense and the
reversal have been stated under raw materials and manufacturing
supplies.
Royal Ten Cate Annual Report 2011 109
42 TRADE DEBTORS 2011 2010
Due from third parties 150.0 146.9
Due from associated companies 1.3 3.9
Due from joint ventures 1.1 0.2
Trade debtors 152.4 151.0
Trade and other receivables with a term of less than one year are stated
at amortised cost less impairments. Transfers to provisions for doubtful
debts are included in the profit and loss account under work contracted
out and other external expenses.
As at 31 December 2011 trade debtors with a value of € 6.5 million
(2010: € 14.5 million) were encumbered as security for credit facilities
amounting to € 6.5 million (2010: € 20.2 million). € 6.5 million of this
credit facility was drawn as at the end of 2011 (2010: € 16.4 million).
43 OTHER RECEIVABLES 2011 2010
Receivable in respect of other taxes 3.3 2.8
Derivatives at fair value 1.0 1.0
Projects in progress 3.5 –
Other receivables and prepayments 14.4 14.3
Other receivables 22.2 18.1
Amounts receivable in respect of other taxes relate mainly to reclaimable
VAT. As at 31 December 2011 the prepayments amounted to € 7.7 million
(2010: € 8.6 million).
As at 31 December 2011 the total costs and recognised profit associated
with projects in progress, less recognised losses, amounted to € 12.4
million. Trade debtors included € 0.2 million of amounts deducted in
respect of projects in progress commissioned by third parties.
44 CASH AND CASH EQUIVALENTS 2011 2010
Bank balances 22.6 11.0
Cash balances 0.1 0.6
Cash and cash equivalents 22.7 11.6
Cash loans, overdrafts – 35.4 – 55.7
Cash in the cash flow statement – 12.7 – 44.1
All amounts were freely available at the end of 2011 and 2010.
45 TOTAL SHAREHOLDERS’ EQUITY
A statement of changes in equity can be found on page 84.
45.1 Ordinary shares 2011 2010
x 1,000
In issue and fully paid up as at 1 January 25,502 25,068
Issued stock dividend 427 434
In issue and fully paid up as
at 31 December 25,929 25,502
The authorised share capital amounts to € 200 million, divided into 80
million ordinary shares of a par value of € 2.50. The issued capital as at
31 December 2011 amounts to 25,928,914 ordinary shares with a par
value of € 2.50 (as at 31 December 2010: 25,501,907 ordinary shares of a
par value of € 2.50).
The holders of ordinary shares are entitled to dividend as approved
periodically by the General Meeting of Shareholders. They are also
entitled to cast one vote per share at meetings of the Company.
Issue of shares and limitation of pre-emptive right
The general meeting of shareholders has granted the Executive Board
the power to issue shares and to exclude or restrict the pre-emptive right
for the period ending on 20 October 2012. The power to issue shares
concerns 10% of the issued share capital plus a further issue up to a
maximum of 10% of the issued share capital in the event that the issue
takes place in the context of a merger or acquisition. The same applies
to the power of the Executive Board, with the approval of the Supervisory
Board, to restrict or exclude the pre-emptive right.
Royal Ten Cate Annual Report 2011110
> NOTES TO THE CONSOLIDATED BALANCE SHEET
45.2 Repurchased ordinary shares 2011 2010
x 1,000
In issue and fully paid up as at 1 January 433 521
Repurchase of own shares 309 –
Exercise of options – 110 – 84
Directors’ remuneration – 10 –
Issued in connection with share savings plan – 2 – 4
In issue and fully paid up as at
31 December 620 433
Ordinary shares are repurchased to prevent earnings per share being
diluted by the granting of options and the issue of shares as part of
the share savings plan. 308,820 own shares were repurchased in 2011
(2010: 0).
Repurchase of own shares
The general meeting of shareholders has granted the Executive Board
the power to acquire fully paid-up shares in the Company (or certificates
thereof) for the period ending on 20 October 2012. The maximum number
of shares which may thus be acquired is 10% of the issued capital at the
time of acquisition of the shares (or certificates thereof).
45.3 Share premium
The share premium reserve is to be considered as paid-up capital.
45.4 Translation reserve
The translation reserve comprises all exchange rate differences which
arise due to the translation of the financial statements of activities
outside the eurozone. These exchange rate differences are carried in
equity. The accumulation of the respective amount began on 1 January
2004 and is not available for distribution to shareholders. € 1.3 million of
the currency translation differences was credited to the result in 2010 in
respect of the step acquisition of TigerTurf and the closure of TenCate
Permess Xishan.
45.5 Hedging reserve
The hedging reserve consists of the unrealised effective portion of the
accumulated change in the fair value of the derivatives used to hedge
the interest rate risk. The reserve is not available for distribution to
shareholders. A negative reserve reduces the amount freely available for
distribution from the reserves.
The balance of the hedging reserve after tax on 31 December 2011 was
– € 4.5 million (2010: – € 3.6 million).
45.6 Other reserves and undistributed result
Subsequent to the reporting date the following dividend has been
proposed, which has not yet been included in the balance sheet. It is
proposed to set the dividend in respect of 2011 at € 0.95 per € 2.50 par
value share (2010: € 0.75), payable optionally in cash or as stock
dividend.
2011 2010
€ 0.95 per ordinary share (2010: € 0.75) 24.0 18.8
45.7 Objective with regard to equity and financing
The objective with regard to equity and financing, as in 2010, is to
guarantee the continuity of the Company by means of attractive returns
for shareholders and by guaranteeing benefits for other stakeholders.
The capital structure is adjusted if necessary in line with economic
developments and risks relating to assets.
With regard to financing, the longer-term objective is a ratio of net debt
to EBITDA of a maximum of 2.5.
Royal Ten Cate Annual Report 2011 111
The calculation as at 31 December is as follows:
31 December
2011
31 December
2010
Long-term interest-bearing liabilities 275.1 195.2
Short-term portion of long-term liabilities 0.9 1.4
Cash loans and overdrafts 35.4 55.7
Total debt 311.4 252.3
Less: cash and cash equivalents 22.7 11.6
Net debt 288.7 240.7
EBITDA * 136.0 115.2
Net debt/EBITDA 2.12 2.09
* EBITDA adjusted to take account of the effect of acquired and divested businesses, non-
recurring items and non-cash fair value adjustments: – € 1.5 million (2010: – € 4.3 million).
46 EARNINGS PER SHARE
46.1 Ordinary earnings per share
The calculation of the ordinary earnings per share as at 31 December
2011 is based on the net income of € 58.7 million (2010: € 46.0 million)
attributable to holders of ordinary shares and a weighted average
number of outstanding ordinary shares during the 2011 financial year of
25,452,488 (2010: 25,025,965), calculated as follows:
2011 2010
Net profit for the financial year
attributable to holders of ordinary
shares 58.7 46.0
Weighted average number of ordinary shares 2011 2010
x 1,000
Ordinary shares in issue on 1 January 25,502 25,068
Effect of ordinary shares held (including
repurchased shares) – 433 – 521
Effect of shares held in connection with
stock dividend 427 434
Effect of repurchase of own shares – 133 –
Effect of shares issued as a result of
exercised option rights 79 42
Effect of remuneration of director 9 –
Effect of shares issued as a result of
share savings plan 1 3
Weighted average number of ordinary
shares as at 31 December 25,452 25,026
46.2 Diluted earnings per share
The calculation of the diluted earnings per share as at 31 December
2011 is based on the net income of € 58.7 million (2010: € 46.0 million)
attributable to holders of ordinary shares and the weighted average
number of outstanding ordinary shares during the 2011 financial year of
25,735,802 (2010: 25,216,255), calculated as follows:
2011 2010
Net profit for the financial year
attributable to holders of ordinary
shares 58.7 46.0
Weighted average number of ordinary shares 2011 2010
x 1,000
Weighted number of ordinary shares
as at 31 December 25,452 25,026
Effect of outstanding option rights 284 190
Weighted average number of
ordinary shares (after dilution) as at
31 December 25,736 25,216
Royal Ten Cate Annual Report 2011112
> NOTES TO THE CONSOLIDATED BALANCE SHEET
47 LONG-TERM DEBTS 2011 2010
Syndicated loan 267.4 188.8
Financial lease liabilities 3.2 4.3
Other loans 5.4 3.5
Total 276.0 196.6
Less: repayment of loans in forthcoming years – 0.9 – 1.4
Long-term debts 275.1 195.2
2011
Total
2012
< 1 year
2013
1 – 2 years
2014/2016
2 – 5 years
2017
and after
> 5 years
2010
Total
Syndicated loan
EUR – variable interest 47.8 – – 47.8 – 47.2
USD – variable interest 219.6 – – 219.6 – 141.6
Financial lease liabilities
EUR fixed interest 8.0% 0.3 0.2 0.1 – – 0.5
EUR variable interest 2.5 – 2.5 – – 3.0
THB fixed interest 3.45% – 3.65% 0.1 – 0.1 – – 0.1
GBP variable interest 0.1 – – 0.1 – 0.2
NZD fixed interest 11% – 14% – – – – – 0.1
AUD variable interest 0.2 – 0.2 – – 0.4
Other loans
USD variable interest 3.1 – – – 3.1 3.0
EUR interest-free 1.3 0.3 0.3 0.7 – –
EUR fixed interest 2.00% – 2.50% – – – – – 0.1
EUR fixed interest 1.50% – – – – – 0.4
EUR variable interest + 3.75% 0.9 0.3 0.3 0.3 – –
EUR variable interest 0.1 0.1 – – – –
Long-term debts 276.0 0.9 3.5 268.5 3.1 196.6
The syndicated loan of € 450.0 million (2010: € 450.0 million), which is
available for drawing in various currencies, was concluded with a
syndicate of 11 banks. € 267.4 million of this facility was drawn as at
31 December 2011 (2010: € 188.8 million). The loan is due to mature on
8 December 2015. Repayment is due in full on the maturity date. The
loan is valued at amortised cost in accordance with the effective interest
method.
The interest rate payable is linked to the net debt/EBITDA ratio, which is
calculated quarterly in respect of the preceding 12 months. The EBITDA
for acquired and divested businesses is annualised. In accordance with
the agreements entered into with the banks, the EBITDA is also adjusted
to take account of non-recurring items and non-cash fair value
adjustments in the interest. The interest margin above Euribor or Libor
will be between 0.70% and 1.50%. A utilisation fee of 0.20% is payable
if more than 50% of the facility is drawn.
At the end of 2011 the interest margin was 0.95% (2010: 1.20%).
Royal Ten Cate Annual Report 2011 113
The aforementioned syndicated loan is subject to a number of covenants,
the principal of which are:
■ total net debt/EBITDA less than 3.25 at the end of the first quarter of
each year, less than 3.50 at the end of the second quarter of each
year and less than 3.00 at the end of the third and fourth quarters of
each year, with the once-only possibility of an increase of 0.25 for
two successive quarters following an acquisition, but no higher than
3.50;
■ EBITDA/net interest greater than 4;
■ joint guarantee of subsidiaries with total assets of at least 60% of
the Group total.
The Group was meeting these covenants as at the reporting date.
In the event of a change of control of the Company, the syndicated loan
is immediately repayable if a two-thirds majority of the lenders so
require.
The € 2.5 million (2010: € 3.0 million) financial lease liability relates to a
building in Hungary.
The USD loan with variable interest concerns a $ 4.0 million loan (2010:
$4.0 million) from the Development Authority of Pike County Industrial
Revenue Bonds. Repayment is due in full in 2018.
Of the total of long-term loans, 99% had variable interest in 2011 (2010:
99%). The risk associated with this variability has been hedged by means
of interest rate swaps. Details of the hedging of the interest rate risk
borne by the Group can be found in note 50.3.
48 PENSION LIABILITIES 2011 2010
Defined benefit schemes
Present value of obligations 332.5 295.8
Fair value of plan assets 321.0 316.7
Present value of net liabilities 11.5 – 20.9
Effect of asset ceiling – 20.9
Total defined benefit schemes 11.5 –
Other liabilities in respect of pensions 11.1 10.5
Pension liabilities 22.6 10.5
48.1 Changes in the valuation of the liability
as at the reporting date 2011 2010
Balance as at 1 January 295.8 295.7
Service costs 2.8 3.2
Members’ contributions 2.7 2.9
Interest costs 15.5 15.8
Benefits paid – 16.7 – 16.2
Actuarial differences 32.4 – 5.6
Balance as at 31 December 332.5 295.8
48.2 Investments 2011 2010
Balance as at 1 January 316.7 298.5
Expected return 17.6 17.1
Employer’s contribution 6.7 6.3
Members’ contribution 2.7 2.9
Actuarial differences – 6.0 8.1
Benefits paid – 16.7 – 16.2
Balance as at 31 December 321.0 316.7
Analysis of plan assets as at 31 December 2011 2010
Bonds 173.3 150.1
Shares 101.3 119.0
Hedge funds 13.9 25.0
Real estate 25.2 15.6
Cash 1.9 3.1
Other items 5.4 3.9
Pension fund investments 321.0 316.7
48.3 Charge stated in the profit and loss
account 2011 2010
Service costs – 2.8 – 3.2
Asset ceiling test in accordance
with IAS 19.58 – 0.2
Interest on liabilities – 15.5 – 15.8
Expected return on fund investments 17.6 17.1
Pension expenses/income – 0.7 – 1.7
Royal Ten Cate Annual Report 2011114
> NOTES TO THE CONSOLIDATED BALANCE SHEET
The pension charges have been stated in the 2011 profit and loss
account in an amount of € 0.7 million (2010: € 1.7 million) under
personnel costs. The actual return on fund investments amounts to
€ 11.6 million (2010: € 25.2 million).
Netherlands
The defined benefit pension scheme concerns in particular the pension
rights of the Dutch employees which have been placed with Stichting
Pensioenfonds Koninklijke Ten Cate.
The main features of the scheme are:
■ pension accrual based on average salary;
■ accrual rate of 2.1%;
■ conditional indexation, the target level being equivalent to 90% of
wage growth for active members (employees) and 90% of price
growth for inactive members (pensioners and members with paid-up
entitlements);
■ the employer contribution is increased by 50% if the cover ratio falls
below 110%.
Agreements have been entered into with the pension fund in respect of
the contribution payable. The contribution percentage varies within an
agreed range, depending on the pension fund’s cover ratio. The current
agreements cover the period up to 31 December 2014.
Other liabilities
The other liabilities in respect of pensions relate to defined contribution
schemes and a number of specific old-age provisions. The principal
defined contribution scheme is a 401K (savings) scheme in the United
States.
48.4 Principles for defined benefit schemes
The main actuarial assumptions as at the reporting date (in weighted
averages) are as follows:
2011 2010
Discount rate as at 31 December 4.3% 5.3%
Expected return on plan assets as at 31
December 4.9% 5.7%
Future wage increases 2.5% 2.5%
Future pension increases 0.8% 1.0%
Assumptions with regard to future mortality figures are based on
published statistical data and mortality probabilities. The mortality table
used is the 2010–2060 forecast table of the Netherlands Actuarial
Association with a correction factor dependent on age and gender. For
the valuation of partner’s pensions the age difference between men and
women has been set at three years. The total expected long-term return
on the investments is 4.9% (2010: 5.7%). This percentage is based on
the sum of the returns in separate investment categories. A 0.1% change
in the discount rate will result in no change in the annual charges
(2010: 0). A 0.1% change in the discount rate will cause the liability to
rise or fall by € 5.0 million (2010: € 4.0 million).
Royal Ten Cate Annual Report 2011 115
Historical information 2011 2010 2009 2008 2007
Present value of defined benefit obligations 332.5 295.8 295.7 275.1 298.6
Fair value of plan assets 321.0 316.7 298.5 272.4 304.7
Present value of net liabilities 11.5 – 20.9 – 2.8 2.7 – 6.1
Experience adjustments arising on obligations of the scheme 5.3 9.4 4.4 0.8 2.7
Experience adjustments arising on plan assets – 6.0 8.1 11.8 – 42.3 – 10.3
The Group expects to contribute € 6.5 million of employer’s contributions
to defined benefit pension schemes in 2012 (2011: € 6.5 million).
The pension expense in respect of 2012 is estimated at € 3.1 million
(2011: € 0.7 million).
49 PROVISIONSGuarantee/
Claims
Reorgani-
sation
provision
Other
personnel
liabilities Environment Other
Total
2011
Balance as at 1 January 2011 8.0 0.8 5.9 2.0 0.6 17.3
Change due to acquisition 3.9 0.3 – – 0.8 5.0
Provisions made during the year 3.1 0.8 0.7 – 0.1 4.7
Released to result – 0.5 – 0.1 – 0.1 – – 0.1 – 0.8
Expenditure in current year – 3.8 – 1.4 – 0.7 – – 0.5 – 6.4
Exchange rate differences 0.2 – – – – 0.2
Balance as at 31 December 2011 10.9 0.4 5.8 2.0 0.9 20.0
Of which short-term
As at 31 December 2010 5.5 0.8 0.5 – 0.3 7.1
As at 31 December 2011 4.0 0.4 0.3 – 0.3 5.0
The amount released to the result has been included in the profit and
loss account as follows:
2011 2010
Personnel costs 0.1 –
Other operating costs 0.7 1.4
Total 0.8 1.4
The guarantee provision relates to goods and services supplied and the
provision for claims relates to claims for damages and possible legal
costs.
The provision for reorganisations relates to a number of smaller
reorganisations which were nearly all completed during the financial
year.
The provision for other personnel liabilities has been formed in respect
of long-term leave and other benefits, such as anniversaries.
The environmental provision has been formed for expected costs of
decontamination of industrial sites, on the basis of functional
decontamination (maintenance of business use).
Royal Ten Cate Annual Report 2011116
Other information
50 FINANCIAL INSTRUMENTS
As part of its normal business operations, the Group incurs liquidity,
credit, interest and currency risks. The risk of fluctuations, mainly in
exchange rates and interest rates, is hedged using derivatives.
50.1 Liquidity risk
The liquidity risk is the risk of the Group being unable to meet its
liabilities when they fall due. The Group’s policy on control of the
liquidity risk is to guarantee to the best of its ability that sufficient
liquidities are available to meet its liabilities on time, in both normal and
exceptional situations. € 180.4 million of the syndicated loan of € 450.0
million (2010: € 450.0 million) was undrawn as at 31 December 2011
(2010: € 258.4 million).
The term of the financial liabilities as at 31 December 2011 was as
follows:
Book value
Expected
cash flow
(including
interest)
2012
< 1 year
2013
1-2 years
2014/16
2-5 years
2017
and after
> 5 years
Financial liabilities (excluding derivatives)
Long-term debts 276.0 – 299.6 – 5.7 – 8.1 – 282.7 – 3.1
Cash loans, overdrafts 35.4 – 35.4 – 35.4 – – –
Trade and other creditors 161.8 – 161.8 – 161.8 – – –
Derivatives
Interest rate swaps 6.9 – 7.1 – 3.4 – 2.3 – 1.3 – 0.1
Forward, FX swap contracts 0.4 – 0.4 – 0.4 – – –
Total 480.5 – 504.3 – 206.7 – 10.4 – 284.0 – 3.2
Royal Ten Cate Annual Report 2011 117
The term of the financial liabilities as at 31 December 2010 was as
follows:
Book value
Expected
cash flow
(including
interest)
2012
< 1 year
2013
1-2 years
2014/16
2-5 years
2017
and after
> 5 years
Financial liabilities (excluding derivatives)
Long-term debts 196.6 – 231.4 – 5.7 – 7.1 – 215.6 – 3.0
Cash loans, overdrafts 55.7 – 55.7 – 55.7 – – –
Trade and other creditors 152.4 – 152.4 – 152.4 – – –
Derivatives
Interest rate swaps 5.5 – 6.1 – 2.5 – 2.9 – 0.4 – 0.3
Forward, FX swap contracts 1.4 – 1.4 – 1.4 – – –
Total 411.6 – 447.0 – 217.7 – 10.0 – 216.0 – 3.3
50.2 Credit risk
Credit risk is the risk of a financial loss for the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. Credit risks result in particular from trade debtors and, to a
more limited extent, investments in securities. The Group’s exposure to
credit risk is mainly determined by the specific characteristics of the
individual customers. Credit risk is limited by internal research into the
creditworthiness of new and existing customers based on sources such
as external reports, annual reports and payment history or by insuring
the credit risk. The internal credit limits specified on the basis of internal
research are reviewed at least once a year.
Customers for which no credit limit has been issued (internally or by the
insurer) can only do business with the Group on the basis of guaranteed
payment.
Goods are subject to reservation of ownership. In the event of non-
payment, the Group in most cases has a preferential claim to the extent
that the goods are still present. The Group does not demand collateral
for trade and other receivables.
Impairments are stated as direct sale costs in the profit and loss account
as work contracted out and other external costs.
The Group has no particular concentration risks in respect of trade
debtors.
The carrying value of the financial assets reflects the maximum exposure
to credit risk. The maximum exposure can be defined as follows:
2011 2010
Trade debtors 152.4 151.0
Other (long-term) receivables 28.8 26.7
Cash and cash equivalents 22.7 11.6
Forward foreign exchange contracts
and options 0.8 0.8
Interest rate swaps 0.2 0.2
Total 204.9 190.3
Royal Ten Cate Annual Report 2011118
OTHER INFORMATION>
The age of the trade debtors and the related impairments can be
analysed as follows:
2011 2010
Gross Provision Gross Provision
Not due - 60 days overdue 148.6 1.5 147.0 2.1
60 - 120 days overdue 3.8 0.7 3.8 0.5
120 - 360 days overdue 3.3 1.2 2.9 0.7
Over 360 days overdue 3.7 3.6 2.9 2.3
Balance as at 31 December 159.4 7.0 156.6 5.6
The movements in the provision for trade debtors are as follows:
2011 2010
Balance as at 1 January 5.6 3.5
Acquisitions 1.2 1.3
Formed as charge against result 1.2 2.3
Released to result – 0.6 – 0.6
Written off during the year – 0.4 – 1.1
Exchange rate differences – 0.2
Balance as at 31 December 7.0 5.6
The Group believes that, with the exception of the foregoing, no
provision for impairment is required in respect of trade receivables which
are not yet due or which are up to 60 days overdue.
50.3 Interest rate risk
99% of the interest-bearing debts have a variable interest rate (2010:
99%). The risk of a rise in interest rates is in principle hedged 90% for
the subsequent year and 75%, 50% and 25% respectively for the years
thereafter. Both interest rate swaps and caps can be used for this
purpose. The impact of changes in the value of these financial
instruments on the Group’s result is limited as far as possible by the use
of hedge accounting. The conditions applying to the interest-bearing
debt are set out in note 47.
At the end of 2011 the net balances of outstanding interest rate
instruments were as follows:
■ interest rate swap to 31-12-2013: € 50 million, received variable,
payment 2.48% fixed
■ interest rate swap to 31-12-2012: $ 70 million, received variable,
payment 2.215% fixed
■ interest rate swap to 31-12-2013: $ 70 million, received variable,
payment 1.687% fixed
■ interest rate swap to 31-12-2013: $ 50 million, received variable,
payment 2.03% fixed
■ interest rate swap to 02-01-2018: $ 4 million, received variable,
payment 4.47% fixed
■ interest rate swap to 31-12-2014: € 30 million, received variable,
payment 2.805% fixed (commen-
cing 31-12-2013)
■ interest rate swap to 31-12-2014: $ 45 million, received variable,
payment 2.598% fixed (commen-
cing 31-12-2012)
■ interest rate swap to 31-12-2015: $ 60 million, received variable,
payment 1.195%
The Group values the interest rate swaps and interest rate caps at fair
value (see section 50.7). Of the fair value of the interest rate swaps as at
31 December 2011, € 0.2 million (2010: € 0.2 million) has been included
in other receivables and € 6.9 million (2010: € 5.5 million) under trade
creditors and other payables.
Royal Ten Cate Annual Report 2011 119
The table below shows the periods in which the cash flows that are the
subject of cash flow hedge accounting are expected to take place and in
which they will affect the profit or loss.
2011 Book value
Expected
cash flow < 1 year 1-2 years 2-5 years
Interest rate swaps
Assets – – – – –
Liabilities 5.9 – 5.9 – 2.9 – 2.1 – 0.9
2010 Book value
Expected
cash flow < 1 year 1-2 years 2-5 years
Interest rate swaps
Assets – – – – –
Liabilities 4.5 – 4.6 – 2.2 – 2.4 –
Interest rate caps
Assets – – – – –
Liabilities – – – – –
50.4 Currency risk
The Group incurs currency risks on sales and purchases denominated in
currencies other than the functional currency of the respective subsidiary.
The currencies in which risk is incurred are mainly the euro, the US dollar
and the British pound.
Transaction risk
The Group hedges orders, trade receivables and payables denominated
in foreign currencies, to the extent that these may have a material effect
on the result. It uses foreign exchange forward contracts and currency
options for this purpose. The forward contracts have a term of less than
one year after the reporting date. If necessary they are extended. The
forward contracts are carried at fair value.
The principal amounts of the loans drawn in foreign currencies are used
to hedge intercompany loans in foreign currencies to subsidiaries which
report in the respective currency.
Competition risk
The Group hedges the estimated currency risk of the expected purchases
and sales in the subsequent six months as far as possible. Currency
options are used for this purpose.
Translation risk
The translation risk on the result of subsidiaries outside the eurozone is
offset internally as far as possible against euro-denominated revenues
of subsidiaries outside the eurozone.
Royal Ten Cate Annual Report 2011120
OTHER INFORMATION>
Exposure
The exposure to currency risks in respect of trading transactions of Group
entities on the reporting date is as follows:
2011 2010
USD GBP EUR USD GBP EUR
Transaction risk 4.0 1.4 7.9 – 6.2 2.1 3.3
Competition risk – 0.6 1.3 15.0 3.3 1.3 17.2
Risk before hedging 3.4 2.7 22.9 – 2.9 3.4 20.5
Forward contracts – 4.2 – 1.5 – 7.7 5.2 – 1.6 – 5.0
Option contracts – 1.5 – 1.1 – 0.5 1.6 – 0.9 –
Risk after hedging – 2.3 0.1 14.7 3.9 0.9 15.5
The foreign currencies have been converted into euros at the closing
rate.
The USD risk relates mainly to the expected revenues in USD of Asian
subsidiaries and expected purchases in USD by European subsidiaries.
The GBP risk relates mainly to trade receivables and expected revenues
of European subsidiaries. The EUR risk relates mainly to trade
receivables and expected revenues in euros of Ten Cate Thiolon Middle
East. The expected revenues form a natural hedge for the translation risk
on the result of subsidiaries which report in dollars or dollar-linked
currencies.
The Group carries options and foreign exchange forward contracts at fair
value. The fair value of options is determined on the basis of statements
supplied by banks. The fair value of foreign exchange forward contracts
with an underlying value below € 5.0 million is determined on the basis
of statements supplied by the bank; in the case of higher amounts the
Group’s own calculation model is used. The fair value of the options to
hedge future transactions as at 31 December 2011 amounted to
€ 0.1 million (2010: € 0.1 million). This amount has been included in other
receivables. The net fair value of the forward foreign exchange contracts
was € 0.3 million (2010: – € 0.7 million). € 0.7 million of this amount has
been included in other receivables and € 0.4 million in other debts
(2010: € 0.7 million).
50.5 Assets and liabilities stated in the balance sheet
Changes in the fair value of foreign exchange forward contracts and
options which are used to hedge, in an economic sense, monetary assets
and liabilities denominated in foreign currencies are stated in the profit
and loss account. Both changes in the fair value of forward contracts and
options and the exchange rate differences relating to monetary balance
sheet items are included as exchange rate differences in net financial
expenses.
Royal Ten Cate Annual Report 2011 121
Fair value versus carrying value
The fair value and carrying value of financial assets and liabilities stated
in the balance sheet are as follows:
2011 2010
Book value Fair value Book value Fair value
Assets valued at fair value
Interest rate derivatives to which hedge accounting is applied – – – –
Long-term receivables and investments * 8.2 8.2 7.2 7.2
Other interest rate derivatives 0.2 0.2 0.2 0.2
Currency derivatives 0.8 0.8 0.8 0.8
9.2 9.2 8.2 8.2
Assets valued at amortised cost
Trade debtors and other receivables * 173.0 173.0 170.5 170.5
Cash and cash equivalents 22.7 22.7 11.6 11.6
195.7 195.7 182.1 182.1
Liabilities valued at fair value
Interest rate swaps to which hedge accounting is applied – 5.9 – 5.9 – 4.5 – 4.5
Other interest rate derivatives – 1.0 – 1.0 – 1.0 – 1.0
Currency derivatives – 0.4 – 0.4 – 0.4 – 0.4
– 7.3 – 7.3 – 6.9 – 6.9
Liabilities valued at amortised cost
Syndicated loan – 267.4 – 267.4 – 188.8 – 188.8
Financial lease liabilities – 3.2 – 3.2 – 4.3 – 4.3
Other loans – 5.4 – 5.4 – 3.5 – 3.5
Trade creditors and other payables – 161.8 – 161.8 – 152.4 – 152.4
Cash loans and overdrafts – 35.4 – 35.4 – 55.7 – 55.7
– 473.2 – 473.2 – 404.7 – 404.7
* Adjusted for comparison purposes.
The fair value of the syndicated loan is the same as the carrying value,
because it was refinanced in December 2010 and therefore has a margin
consistent with market conditions.
50.6 Sensitivity analyses
In managing interest rate and currency risks, the Group’s aim is to limit
the effect of short-term fluctuations on the Group result. In the longer
term, however, sustained changes in exchange rates and interest rates
will have an effect on the consolidated result.
The effect of a general interest rate rise of one per cent on the pre-tax
result in 2011 is estimated at – € 1.1 million (2010: – € 0.9 million).
The effect of a general interest rate rise of one per cent on equity is
estimated at € 5.0 million before tax (2010: € 4.1 million) due to the use
of hedge accounting.
Royal Ten Cate Annual Report 2011122
OTHER INFORMATION>
A general rise of one percentage point in the value of the euro against
other currencies would have reduced the result after tax by an expected
€ 0.3 million (2010: € 0.4 million). A general rise of one per cent in the
value of the euro against other currencies would have reduced the equity
by approximately € 2.4 million (2010: € 2.8 million.
50.7 Estimate of fair value
Details are given below of the main methods and assumptions used in
estimating the fair value of financial instruments. The fair value of
foreign exchange forward contracts is calculated by discounting the
difference between the contractual and the current forward price,
multiplied by the principal amount of the contract, for the residual term
at the market interest rate. The fair value of interest rate swaps is
calculated by discounting the difference between the contractual and the
current interest, multiplied by the principal amount of the interest rate
swap, for the residual term at the market interest rate. The result is
periodically checked against bank statements. Bank statements are used
to determine the fair value of interest rate caps. These statements are
inspected to ensure that they are reasonable by means of techniques
based on discounted cash flows based on the conditions and terms of
the contract and using market interest rates for a comparable instrument
as at the reporting date. The fair value of long-term debts is calculated
on the basis of the discounted value of expected future cash flows from
repayments and interest payments.
The fair value of financial lease liabilities is estimated on the basis of
the present value of future cash flows, discounted at the interest rate for
similar lease agreements. In the case of trade debtors, other receivables,
trade creditors and other short-term debts due within one year, the
nominal value is deemed to reflect the fair value. The financial
instruments valued on the basis of fair value fall into category 2 as in
2010: no quoted market price in an active market, with the fair value
being determined indirectly.
51 L IABILITIES NOT SHOWN IN THE BALANCE SHEET
Operating lease as lessee
Payments due under non-cancellable operating leases are as follows:
2011 2010
Less than 1 year 7.8 7.2
Between 1 and 5 years 20.2 15.0
More than 5 years 18.9 14.0
46.9 36.2
The Group leases buildings, plant, vehicles and office equipment under
operating leases. The leased buildings have a term of ten to fifteen
years. Lease payments are indexed annually. None of the leases include
conditional lease payments. In principle the Group does not act as a
lessor. The term of the other leases is a maximum of five years.
52 INVESTMENT LIABILITIES
In 2011 the Group entered into contractual liabilities for the purchase of
tangible fixed assets. The amount of the liabilities as at 31 December
2011, after deduction of advance payments already made during the
financial year, is € 3.1 million (2010: € 4.9 million).
53 CONTINGENT LIABILITIES
The Group has received claims for damages arising from the conduct of
business. With the exception of those stated below, the claims are not
deemed to be substantial and provisions have been recognised to the
extent necessary.
A claim for damages has been made against Royal Ten Cate by United
Fabrics NV, a company registered in the Netherlands Antilles (majority
shareholder in Textielgroep Twenthe NV). The claim is based on an
outsourcing and management agreement from 1998 and originally
amounted to € 56 million. The claim in respect of the outsourcing
agreement has lapsed permanently as a result of a judgement by the
Supreme Court in 2006. The plaintiff was ordered to demonstrate the
damage suffered in respect of the management agreement. TenCate is
confident with regard to the remainder of the proceedings.
Royal Ten Cate Annual Report 2011 123
In the spring of 2011, FieldTurf Tarkett (“FieldTurf”) instituted legal
proceedings against TenCate. These concerned alleged deficiencies in
products mostly supplied to FieldTurf by Mattex Leisure Industries in
Dubai, several years before TenCate acquired part of the assets and
businesses of Mattex at the beginning of 2007. TenCate denies the
existence of any legal basis for this claim and therefore rejects it.
TenCate is confident with regard to the outcome of the legal proceedings
and expects no material financial damage. In August 2011, TenCate filed
a counterclaim against FieldTurf relating among other things to damage
to the good name of TenCate and TenCate products, and to breach of
contract in the period prior to TenCate’s termination of the supply
contract.
54 POST BALANCE SHEET EVENTS
There are no events subsequent to the reporting date requiring
commentary.
55 RELATED PARTIES
55.1 Identity of related parties
Related parties concern relationships between the Group and its
subsidiaries, associated companies and other participating interests,
joint ventures, the TenCate pension fund and the members of the
Executive and Supervisory Boards.
55.2 Directors’ remuneration
The remuneration of the members of the Executive Board was as follows:
L. de Vries B. Cornelese J. Lock
in thousands of euros 2011 2010 2009 2011 2011 2010 2009
Periodic remuneration 659 613 576 270 120 300 225
Results-related pay for the previous year 307 230 279 – 117 68 –
Pension costs 698 189 986 63 44 85 32
Early Retirement (Pre-pension and Life Course Savings) Act 140 58 110 – – – –
Jubilee payment – 51 – – – – –
Shares 260 _ _ – – – –
Option costs 375 338 369 – 77 169 85
2,439 1,479 2,320 333 358 622 342
1) From 1 April 2011.
2) 2009: From 1 April 2009.
2011: To 21 April 2011.
1 2
The fixed periodic remuneration paid to Mr De Vries was increased by
10% with effect from 1 April 2011. Mr De Vries has a final-salary
pension plan. The pension costs for Mr De Vries included the sum of
€ 482,000 in respect of a back-service liability in 2011 (2010: 0, 2009:
€ 801,000).
Mr De Vries’ results-related pay amounts to a maximum of 50% of the
fixed annual salary. In 2011, Mr De Vries received a variable salary
component in respect of 2010 amounting to 50% of the fixed annual
salary.
Mr Lock was awarded a € 20,000 increment in his periodic remuneration
for the period from January to April 2011 inclusive. Mr Lock’s variable
salary component is a maximum of 40% of the fixed salary. In 2011,
Mr Lock received 39% as variable remuneration in respect of 2010.
Mr Cornelese’s variable salary component is a maximum of 40% of the
fixed salary.
As at 31 December 2011 Mr De Vries held 203,160 shares in the
Company (31 December 2010: 176,901 shares) and 360,000 options
(31 December 2010: 350,000 options). In 2011 Mr De Vries was granted
60,000 options at an exercise price of € 27.38 and 10,000 shares with a
value of € 26.00 per share. Mr Cornelese held 718 shares of the
Company and no options as at 31 December 2011. In 2011 Mr Lock was
granted 40,000 options at an exercise price of € 27.38. Mr Lock held
4,453 shares in the Company and 94,000 options at the end of 2010.
Mr De Vries is participating in the Group’s share option plan. The costs of
Royal Ten Cate Annual Report 2011124
OTHER INFORMATION>
the options are charged to the result in three years. Further information
can be found in note 66.
The remuneration of the members of the Supervisory Board was as
follows:
2011 2010
in euros
J.C.M. Hovers – Chairman 1, 2 50,000 39,972
P.P.A.I. Deiters – Vice-Chairman 2 35,000 30,492
F.A. van Vught 2 * 35,000 25,008
E. ten Cate 1 * 35,000 25,008
R. van Gelder 1,3 32,500 22,869
187,500 143,3491 Member of the Financial Committee.
2 Member of the combined Remuneration, Selection and Appointments Committee.
3 As of 8 April 2010.
* Chairman.
Mr Deiters received additional remuneration amounting to US$ 15,000 in
2010 and 2011 in respect of his supervisory directorship in Ten Cate
Thiolon Middle East in Dubai. The members of the Supervisory Board
held no shares or option rights of Royal Ten Cate at the end of 2011.
55.3 Transactions with associated companies, other participating
interests and joint ventures
During the 2011 financial year, associated companies, other (non-
consolidated) participating interests and joint ventures purchased goods
from the Group amounting to € 14.8 million (2010: € 19.2 million). As
at 31 December 2011 the outstanding trade receivables due to the
Group from associated companies amounted to € 1.5 million (2010:
€ 3.9 million) and from joint ventures € 2.2 million (2010: € 0.2 million).
The Group has € 0.1 million of outstanding trade accounts payable to
associated companies and joint ventures (2010: € 0.1 million).
Transactions with associated companies, other participating interests
and joint ventures take place on an objective, business basis.
55.4 Subsidiaries
A list of (significant) subsidiaries and participating interests can be
found inside the back cover of this report.
56 ESTIMATES AND JUDGMENTS MADE
BY THE MANAGEMENT
The Executive Board has conducted discussions with the Financial
Committee on the critical principles for the financial reporting and
estimates, as well as the application of such principles and estimates.
Information on assumptions and uncertainties regarding estimates which
entail a substantial risk of a material adjustment in the subsequent
financial year is included in the following notes:
◾ With regard to the pensions, the main actuarial assumptions are
stated in note 48.
◾ With regard to guarantees and claims, provisions have been formed
whenever there is an actual liability or it is likely that an outflow of
funds will be necessary. The result of this is stated in note 49.
◾ With regard to impairments in the case of loss-making companies,
an examination has been carried out to determine whether the
realisable value of any cash generating unit was lower than the
carrying value. This was not the case in 2011 and 2010. Future
detrimental changes in the estimate as a result of changed
assumptions may lead to the realisable value falling below the
carrying value. See note 37.2.
◾ Estimates with regard to the use of tax losses are included in note 40.
Royal Ten Cate Annual Report 2011 125
Company financial statements
57 COMPANY PROFIT AND LOSS ACCOUNT
In millions of euros note 2011 2010
Result from participating interests after profit tax 59 57.4 46.6
Other results after profit tax 1.3 – 0.6
NET INCOME 58.7 46.0
58 COMPANY BALANCE SHEET (BEFORE APPROPRIATION OF THE RESULT)
In millions of euros 31 december
2011
31 december
2010
FINANCIAL FIXED ASSETS 59
Participating interests in subsidiaries 680.0 672.6
Loans to subsidiaries 104.6 83.4
Deferred profit tax assets 14.4 13.5
Total fixed assets 799.0 769.5
CURRENT ASSETS
Due from subsidiaries 1.1 1.5
Other receivables 1.9 0.4
Cash and cash equivalents 1.2 3.1
Total current assets 4.2 5.0
TOTAL ASSETS 803.2 774.5
EQUITY
Share capital 61 64.8 63.8
Share premium reserve 63 44.8 45.8
Legal reserve 64 5.8 2.5
Other reserves 65 291.7 273.8
Undistributed result 58.7 46.0
465.8 431.9
PROVISIONS 67 1.1 1.6
LONG-TERM LIABILITIES 68 273.1 192.4
SHORT-TERM LIABILITIES 69 63.2 148.6
TOTAL EQUITY AND LIABILITIES 803.2 774.5
Royal Ten Cate Annual Report 2011126
Notes to the company financial statements
General
Accounting policies
The parent company financial statements of Royal Ten Cate form an
inseparable whole with the 2011 financial statements of Royal Ten Cate
and have been prepared in accordance with the statutory requirements
of Part 9 of Book 2 of the Netherlands Civil Code. In determining the
accounting policies for its parent company financial statements, Royal
Ten Cate uses the option available under article 2.362 paragraph 8 of the
Netherlands Civil Code. This means that the accounting principles for the
parent company financial statements of Royal Ten Cate are the same as
those applying to the consolidated financial statements. Participating
interests over which significant influence is exercised are valued in
accordance with the equity method. The consolidated financial
statements have been prepared in accordance with the standards set by
the International Accounting Standards Board and adopted by the
European Union. A description of these standards can be found in the
accounting policies applicable to the consolidated financial statements.
The share in the results of associated companies includes the share of
Royal Ten Cate in the results of these companies. Results from
transactions involving a transfer of assets and liabilities between Royal
Ten Cate and its participating interests and between individual
participating interests are not included to the extent that they can be
considered to be unrealised.
59 FINANCIAL FIXED ASSETSInterest in
subsidiaries
Loans to
subsidiaries
Deferred
profit tax
receivables Total
Balance as at 1 January 672.6 83.4 13.5 769.5
Effect of change of accounting policy 6.6 – – 6.6
Adjusted balance as at 1 January 679.2 83.4 13.5 776.1
Investments/capital contributions – 12.7 – – – 12.7
Actuarial results of pensions – 15.1 – – – 15.1
Translation differences 3.7 1.2 – 4.9
Loans granted – 88.2 – 88.2
Repayment of loans – – 68.2 – – 68.2
Results of participating interests 57.4 – – 57.4
Dividend of participating interests – 32.5 – – – 32.5
Change in deferred tax – – 0.9 0.9
Balance as at 31 December 680.0 104.6 14.4 799.0
Royal Ten Cate is at the head of the Group and has capital interests in
the subsidiaries stated on the cover.
60 EQUITY
The equity in the parent company financial statements corresponds to
the equity in the consolidated financial statements. A statement of
changes in equity can be found on page 84.
61 CALLED AND PAID-UP CAPITAL 2011 2010
Authorised share capital 200.0 200.0
Of which not issued 135.2 136.2
64.8 63.8
Royal Ten Cate Annual Report 2011 127
62 ORDINARY SHARES 2011 2010
The authorised share capital consists of:
80,000,000 ordinary shares of € 2.50 200.0 200.0
Issued share capital
Balance as at 1 January 2011 2010
Ordinary shares 25,501,907 and 25,067,580 63.8 62.7
Issued stock dividend 427,007 and 434,327 1.0 1.1
Balance as at 31 December 64.8 63.8
63 SHARE PREMIUM RESERVE 2011 2010
Balance as at 1 January 45.8 46.9
Issued stock dividend – 1.0 – 1.1
Balance as at 31 December 44.8 45.8
The share premium reserve is available for distribution to shareholders.
64 LEGAL RESERVES
64.1 Translation differences 2011 2010
Balance as at 1 January 3.3 – 15.3
Change 3.7 18.6
Balance as at 31 December 7.0 3.3
64.2 Hedging reserve 2011 2010
Balance as at 1 January – 3.6 – 0.2
Change – 0.9 – 3.4
Balance as at 31 December – 4.5 – 3.6
64.3 Other legal reserves 2011 2010
Balance as at 1 January 2.8 4.4
Transfer from Other reserves 0.5 – 1.6
Balance as at 31 December 3.3 2.8
The Other legal reserves concern capitalised development costs,
undistributable reserves of subsidiaries and the hedging reserve.
Balance of legal reserve
as at 31 December 5.8 2.5
65 OTHER RESERVES 2011 2010
Balance as at 1 January 258.4
Effect of change of accounting policy 10.4
Adjusted balance as at 1 January 280.4 268.8
Actuarial gains and losses on pensions – 14.1 – 3.8
Transfer to Other legal reserves – 0.5 1.6
Added from 2010 / 2009 result 39.7 18.0
Share and option plans 1.9 1.4
Repurchase of own shares – 7.6 –
Issue of repurchased shares for share savings
plan/option plan 2.4 1.3
Acquisition of non-controlling interest – 10.5 – 6.9
Balance as at 31 December 291.7 280.4
Royal Ten Cate Annual Report 2011128
NOTES TO THE COMPANY FINANCIAL STATEMENTS >
66 OPTION PLAN
Royal Ten Cate operates a stock option plan for the management,
established by the Supervisory Board. The maximum possible account
has been taken of the recommendations of VNO-NCW and the Dutch
Investors’ Association (VEB). Those eligible for options are members of
the Executive Board, the corporate and group directors and a number of
managers. The implementation of the share option plan is supervised by
the compliance officer.
The options are granted on a conditional basis. During the vesting
period, a performance condition must be fulfilled. This condition is that
the earnings per share, adjusted to take account of non-recurring items,
over the past three, four or five years must have increased on average by
at least a percentage equal to inflation plus 3% per year. If this
performance condition has been fulfilled, the options become
unconditional and may be exercised, unless restrictions have been
imposed by the Netherlands Authority for the Financial Markets. The
total term of the options is six to ten years. The exercise period is three
to five years. The vesting period is three to a maximum of five years.
The option exercise price is equivalent to the average price of the Royal
Ten Cate share on Euronext Amsterdam nv on the five stock exchange
trading days following publication of the annual figures. Each granted
option right lapses on early termination of employment.
In principle options amounting to approximately 1.5% of the total number
of shares outstanding will be granted in any one year. The exercise of
options is subject to the restrictions laid down in the Securities
Transactions Supervision Act.
66.1 Granting of options in 2012
On 28 February 2012 it was intended to grant 309,500 conditional
options at the average market price during the five stock exchange
trading days following publication of the annual results on 29 February
2012. The distribution is as follows:
28-02-2012 01-03-2011
Members of the Executive Board 100,000 100,000
Management and management support staff 209,500 206,000
309,500 306,000* Provisional.
** Final.
* **
Royal Ten Cate Annual Report 2011 129
66.2 Statement of movements in options of the Executive Board
in 2011
L. de Vries
Issued on Term until
Number
of options
Exercise
price
Exercised/
lapsed
to 2010
Exercised
in 2011
Lapsed
in 2011
Outstanding
31-12-2011
Exercisable
31-12-2011
25-02-2003 25-02-2011 40,000 6.18 40,000 – – – –
25-02-2004 25-02-2012 40,000 10.29 40,000 – – – –
22-02-2005 22-02-2013 50,000 15.17 – 50,000 – – –
01-03-2006 01-03-2014 60,000 23.63 – – – 60,000 60,000
28-02-2007 28-02-2015 60,000 25.77 – – – 60,000 60,000
05-03-2008 05-03-2016 60,000 22.50 – – – 60,000 60,000
03-03-2009 03-03-2019 60,000 11.70 – – – 60,000 –
03-03-2010 03-03-2020 60,000 18.96 – – – 60,000 –
01-03-2011 01-03-2021 60,000 27.38 – – – 60,000 –
490,000 80,000 50,000 – 360,000 180,000
28-02-2012 28-02-2022 60,000
B. Cornelese
Issued on
28-02-2012 28-02-2022 30,000
J. Lock
Issued on Term until
Number
of options
Exercise
price
Exercised/
lapsed
to 2010
Exercised
in 2011
Lapsed
in 2011
Outstanding
31-12-2011
Exercisable
31-12-2011
25-02-2003 25-02-2011 – 6.18 – – – – –
25-02-2004 25-02-2012 4,000 10.29 4,000 – – – –
22-02-2005 22-02-2013 12,000 15.17 – – – 12,000 12,000
01-03-2006 01-03-2014 16,000 23.63 – – – 16,000 16,000
28-02-2007 28-02-2015 16,000 25.77 – – – 16,000 16,000
05-03-2008 05-03-2016 20,000 22.50 – – – 20,000 20,000
03-03-2009 03-03-2019 – 11.70 – – – – –
03-03-2010 03-03-2020 30,000 18.96 – – – 30,000 –
01-03-2011 01-03-2021 40,000 27.38 – – – 40,000 –
138,000 4,000 – – 134,000 64,000
28-02-2012 28-02-2022 10,000
50,000 options were exercised in 2011 (2010: 44,000). The share price on
the exercise date was € 28.60 (2010: € 17.58).
In February 2012 it was intended to grant 60,000 options to Mr De Vries,
30,000 options to Mr Cornelese and 10,000 options to Mr Lock.
40,000 options in the 2009 series are reserved for outstanding
performance, a decision on which will be taken in due course. These
options are not included in the above statements.
Royal Ten Cate Annual Report 2011130
NOTES TO THE COMPANY FINANCIAL STATEMENTS >
66.3 Statement of movements in options of management and
management support staff in 2011
Issued on Term until
Number
of options
Exercise
price
Exercised/
lapsed
to 2010
Exercised
in 2011
Lapsed
in 2011
Outstanding
31-12-2011
Exercisable
31-12-2011
25-02-2003 25-02-2011 48,200 6.18 47,000 1,200 – – –
25-02-2004 25-02-2012 51,600 10.29 43,998 3,600 – 4,002 4,002
22-02-2005 22-02-2013 90,400 15.17 51,400 7,600 – 31,400 31,400
01-03-2006 01-03-2014 125,200 23.63 37,800 12,600 – 74,800 74,800
28-02-2007 28-02-2015 129,000 25.77 28,000 23,500 – 77,500 77,500
05-03-2008 05-03-2016 187,000 22.50 63,000 11,000 2,500 110,500 110,500
03-03-2009 03-03-2019 176,250 11.70 12,000 – 2,750 161,500 –
03-03-2010 03-03-2020 196,500 18.96 – – 11,500 185,000 –
01-03-2011 01-03-2021 206,000 27.38 – – 10,000 196,000 –
1,210,150 283,198 59,500 26,750 840,702 298,202
28-02-2012 28-02-2022 209,500
66.4 Complete statement of movements in options in 2011
Issued on Term until
Number
of options
Exercise
price
Exercised/
lapsed
to 2010
Exercised
in 2011
Lapsed
in 2011
Outstanding
31-12-2011
Exercisable
31-12-2011
25-02-2003 25-02-2011 88,200 6.18 87,000 1,200 – – –
25-02-2004 25-02-2012 95,600 10.29 87,998 3,600 – 4,002 4,002
22-02-2005 22-02-2013 152,400 15.17 51,400 57,600 – 43,400 43,400
01-03-2006 01-03-2014 201,200 23.63 37,800 12,600 – 150,800 150,800
28-02-2007 28-02-2015 205,000 25.77 28,000 23,500 – 153,500 153,500
05-03-2008 05-03-2016 267,000 22.50 63,000 11,000 2,500 190,500 190,500
03-03-2009 03-03-2019 276,250 11.70 12,000 – 2,750 261,500 –
03-03-2010 03-03-2020 286,500 18.96 – – 11,500 275,000 –
01-03-2011 01-03-2021 306,000 27.38 – – 10,000 296,000 –
1,878,150 367,198 109,500 26,750 1,374,702 542,202
28-02-2012 28-02-2022 309,500
Royal Ten Cate Annual Report 2011 131
109,500 options were exercised in 2011 (2010: 84,200). The weighted
average share price on the exercise date for share options exercised in
2011 was € 28.99 (€ 21.69).
The fair value of the share-based payment plans on the grant date has
been determined on the basis of the following input:
2011 2010
Fair value on grant date
Price on grant date (15-day average) € 27.12 € 18.27
Exercise price € 27.38 € 18.96
Expected volatility 39.3% 36.9%
Option term 8 jaar 8 jaar
Expected dividend yield 3.00% 2.65%
Risk-free interest rate 2.93% 3.13%
66.5 Share savings plan
All employees in the Netherlands have been given the possibility of
participating in the share savings plan. The maximum amount per
participant in 2011 was € 1,226 (2010: € 1,226).
The following savings were accumulated through this plan:
In 2011: 1,855 (2010: 3,936) shares
Up to 2011: 63,701 (2010: 61,846) shares
66.6 Repurchased shares
In principle the Company will repurchase shares in order to prevent any
dilution of earnings per share caused by the granting of options.
2011 2010
(number of shares)
Balance as at 1 January 433,256 521,392
Repurchase of own shares 308,820 –
Issued in respect of options – 109,500 – 84,200
Issued in respect of share savings plan – 1,855 – 3,936
Director’s remuneration – 10,000 –
Exchange of physical securities – 400 –
Balance as at 31 December 620,321 433,256
67 PROVISIONS 2011 2010
Guarantees and claims 1.0 1.6
Other items 0.1 –
Balance of provisions as at 31 December 1.1 1.6
The term of the provisions exceeds one year.
68 LONG-TERM LIABILITIES 2011 2010
Syndicated loan 267.4 188.8
Loans from subsidiaries 5.7 3.6
Balance as at 31 December 273.1 192.4
The conditions of the syndicated loan can be found in note 47 in the
notes to the consolidated balance sheet.
69 SHORT-TERM LIABILITIES 2011 2010
Cash loans, overdrafts 53.6 139.1
Owed to consolidated subsidiaries 2.4 1.1
Trade creditors and other payables 7.2 8.4
Balance as at 31 December 63.2 148.6
The short-term liabilities are due in less than one year.
Royal Ten Cate Annual Report 2011132
NOTES TO THE COMPANY FINANCIAL STATEMENTS >
70 AUDITOR’S FEES
The following fees of KPMG Accountants N.V. and the other entities
affiliated to the KPMG network have been charged to the Group, in
accordance with article 382a Part 9 of Book 2 of the Netherlands Civil
Code.
Fees 2011 2010
in thousands of euros
Examination of the financial statements 830 790
Other audit assignments 270 320
Other non-audit services 200 340
Total 1,300 1,450
71 L IABILITIES NOT SHOWN IN THE BALANCE SHEET
The Company has issued a declaration of liability in accordance with
article 403 of Book 2 of the Netherlands Civil Code on behalf of its Dutch
subsidiaries.
The Company forms a tax group together with the majority of the Dutch
subsidiaries for corporation and sales tax. Each of these subsidiaries is
severally liable for the tax payable by all the companies included in the
tax group. We also refer to the notes in the section 53 concerning
contingent liabilities. Guarantees have also been issued for a number of
foreign subsidiaries.
Almelo, 28 February 2012
Executive Board
L. de Vries, Chairman
B.J.H. Cornelese
Supervisory Board
J.C.M. Hovers, Chairman
P.P.A.I. Deiters, Vice-Chairman
F.A. van Vught
E. ten Cate
R. van Gelder
Royal Ten Cate Annual Report 2011 133
Other information
INDEPENDENT AUDITOR’S REPORT
To the General Meeting of Shareholders of Royal Ten Cate
Report on the financial statements
We have audited the accompanying financial statements 2011 of Royal
TenCate, Almelo as set out on pages 76 to 132 of this report.
The financial statements include the consolidated financial statements
and the company financial statements. The consolidated financial
statements comprise the consolidated balance sheet as at 31 December
2011, the consolidated profit and loss account, the consolidated
statement of comprehensive income, the consolidated cash flow
statement and the consolidated statement of changes in group equity for
the year then ended, and notes, comprising a summary of the significant
accounting policies and other explanatory information. The company
financial statements comprise the company balance sheet as at
31 December 2011, the company profit and loss account for the year then
ended and the notes, comprising a summary of the accounting policies
and other explanatory information.
Management’s responsibility
Management is responsible for the preparation and fair presentation of
the financial statements in accordance with International Financial
Reporting Standards as adopted by the European Union and with Part 9
of Book 2 of the Netherlands Civil Code, and for the preparation of the
management board report in accordance with Part 9 of Book 2 of the
Netherlands Civil Code. Furthermore, management is responsible for
such internal control as it determines is necessary to enable the
preparation of the financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with Dutch
law, including the Dutch Standards on Auditing. This requires that we
comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion with respect to the consolidated financial statements
In our opinion, the consolidated financial statements give a true and fair
view of the financial position of Royal TenCate as at 31 December 2011
and of its result and its cash flows for the year then ended in accordance
with International Financial Reporting Standards as adopted by the
European Union and with Part 9 of Book 2 of the Netherlands Civil Code.
Opinion with respect to the company financial statements
In our opinion, the company financial statements give a true and fair
view of the financial position of Royal TenCate as at 31 December 2011
and of its result for the year then ended in accordance with Part 9 of
Book 2 of the Netherlands Civil Code.
Report on other legal and regulatory requirements
Pursuant to the legal requirements under Section 2:393 sub 5 at e and f
of the Netherlands Civil Code, we have no deficiencies to report as a
result of our examination whether the management board report, to the
extent we can assess, has been prepared in accordance with Part 9 of
Book 2 of this Code, and if the information as required under Section
2:392 sub 1 at b – h has been annexed. Further, we report that the
management board report, to the extent we can assess, is consistent
with the financial statements as required by Section 2:391 sub 4 of the
Netherlands Civil Code.
Amstelveen, 28 February 2012
KPMG ACCOUNTANTS N.V.
T. van der Heijden RA
Royal Ten Cate Annual Report 2011134
OTHER INFORMATION>
PROPOSED APPROPRIATION OF PROFIT
in millions of euros 2011 2010
Net income 58.7 46.0
Added to other reserves in accordance with article 27, paragraph 2 of the articles of association – 34.5 – 28.5
24.2 17.5
Net change in the legal reserves – 0.5 1.6
23.7 19.1
Undistributed dividend balance from previous year 0.3 0.0
24.0 19.1
Payment of €0.95 and €0.75 dividend to holders of ordinary shares in accordance with article 27 paragraph 3
of the articles of association – 24.0 – 18.8
Undistributed dividend balance at year-end, which is transferred to the relevant account – 0.3
POST BALANCE SHEET EVENTS
There are no events subsequent to the reporting date requiring
commentary.
PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO
APPROPRIATION OF PROFIT
(Article 27)
General
The authorised capital is divided into ordinary shares.
Summary of the provisions of the articles of association
1. Profit distributions may only take place to the extent that the equity
of the Company exceeds the paid and called-up part of the issued
capital plus the reserves which must be held by law.
2. With the approval of the Supervisory Board, the Executive
Board is authorised to determine the part of the profit that
will be reserved.
3. The sum remaining from the profit after the reservation in
accordance with paragraph 2 is at the disposal of the
general meeting of shareholders.
4. Shares held by the Company in its own capital are not taken
into account in calculating the appropriation of profit.
5. The dividend payable shall be made payable no later than 30
days after adoption of the financial statements by the
general meeting of shareholders. It shall be made payable
only to the authorised persons in whose name the shares are
held. Such payments shall discharge the Company.
6. A shareholder’s claim for payment shall be time-barred after
a period of five years has elapsed.
Royal Ten Cate Annual Report 2011 135
Ten-year summary
In millions of euros, unless stated otherwise
Figures based on IFRS
Figures based on
Dutch GAAP
2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
CONSOLIDATED
PROFIT AND LOSS ACCOUNT
Revenues 1,138.8 984.5 842.1 1,032.6 886.0 770.5 686.5 641.0 569.6 602.1
Changes in inventories of finished products and
work in progress – 17.1 – 17.8 29.8 – 18.0 – 11.7 – 4.8 0.5 – 12.6 – 2.6 – 2.4
Raw materials and manufacturing supplies 586.3 501.1 391.6 562.0 463.6 402.2 353.8 332.1 280.7 289.9
Work contracted out and other external expenses 99.5 73.9 63.1 60.7 54.9 34.7 29.3 29.5 28.8 36.4
Personnel costs 205.2 188.0 173.0 190.3 178.3 171.2 161.6 159.7 142.9 151.3
Other operating costs 127.4 119.8 109.2 111.5 98.8 94.0 83.5 78.5 71.5 79.0
Depreciation and impairment 35.0 34.5 33.9 30.7 29.1 22.1 18.6 18.9 18.5 22.9
EBITA 102.5 85.0 41.5 95.4 73.0 51.1 39.2 34.9 29.8 25.0
Amortisation 12.9 10.4 8.8 11.6 3.6 1.0 0.7 0.3 1.1 1.1
OPERATING RESULT (EBIT) 89.6 74.6 32.7 83.8 69.4 50.1 38.5 34.6 28.7 23.9
Net financial expenses – 11.3 – 10.0 – 12.7 – 13.7 – 11.3 – 8.0 – 4.6 – 6.8 – 7.0 – 12.0
PRE-TAX INCOME 78.3 64.6 20.0 70.1 58.1 42.1 33.9 27.8 21.7 11.9
Profit tax – 18.7 – 17.9 – 5.6 – 19.1 – 11.9 – 11.4 – 11.5 – 9.2 – 5.3 1.7
RESULT AFTER TAX BUT BEFORE RESULT
FROM PARTICIPATING INTERESTS 59.6 46.7 14.4 51.0 46.2 30.7 22.4 18.6 16.4 13.6
Share in net income of associated companies – 1.3 – 1.3 8.7 – 0.3 45.4 8.1 5.1 3.9 5.4
RESULT AFTER TAX 58.3 45.4 23.1 51.0 46.5 76.1 30.5 23.7 20.3 19.0
Extraordinary items after tax – – – – – – – – – 12.3
RESULT AFTER TAX 58.3 45.4 23.1 51.0 46.5 76.1 30.5 23.7 20.3 31.3
Non-controlling interests 0.4 0.6 0.8 0.1 – 0.1 – 0.1 – – 0.1 – – 0.2
NET INCOME 58.7 46.0 23.9 51.1 46.4 76.0 30.5 23.6 20.3 31.1
Dividend 24.0 18.8 15.0 20.4 18.8 16.2 12.5 10.2 8.5 7.7
EBITA in % of revenues 9.0% 8.6% 4.9% 9.2% 8.2% 6.6% 5.7% 5.4% 5.2% 4.2%
Return on average net capital employed * 13.1% 12.1% 5.7% 13.4% 13.1% 14.4% 15.3% 13.5% 11.7% 9.7%
* Prior to 2007, based on net capital employed at year-end.
i
Royal Ten Cate Annual Report 2011136
TEN-YEAR SUMMARY
In millions of euros, unless stated otherwise
Figures based on IFRS
Figures based on
Dutch GAAP
2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
CONSOLIDATED BALANCE SHEET
Intangible assets 273.0 242.8 203.8 212.1 136.8 12.4 13.8 12.1 10.6 12.8
Tangible fixed assets 221.9 214.2 214.7 247.4 218.1 165.8 161.4 118.8 118.1 130.5
Financial fixed assets 36.8 34.2 45.3 25.1 19.8 18.3 35.2 19.9 11.4 9.2
Total fixed assets 531.7 491.2 463.8 484.6 374.7 196.5 210.4 150.8 140.1 152.5
Inventories 267.9 216.9 155.0 211.5 176.2 157.7 157.5 138.6 110.0 117.4
Receivables 181.1 169.8 116.9 187.7 166.2 128.2 125.0 98.8 91.7 89.8
Securities and cash 22.7 11.6 12.8 5.4 4.8 6.7 4.6 2.7 5.8 2.9
Total current assets 471.7 389.3 284.7 404.6 347.2 292.6 287.1 240.1 207.5 210.1
TOTAL ASSETS 1,003.4 889.5 748.5 889.2 721.9 489.1 497.5 390.9 347.6 362.6
Equity * 465.8 438.5 380.8 366.9 310.1 238.7 181.8 146.5 162.0 152.9
Non-controlling interests 3.7 3.8 4.1 5.1 0.3 0.2 – 0.1 0.1 0.2
Group equity 469.5 442.3 384.9 372.0 310.4 238.9 181.8 146.6 162.1 153.1
Provisions 50.6 32.0 40.5 43.5 40.8 43.8 56.1 52.1 15.6 15.1
Long-term debts 275.1 195.2 192.0 316.2 222.3 63.5 130.2 74.1 82.9 107.0
Banks and short term loans 36.3 57.1 16.3 20.3 12.9 30.4 27.1 24.6 13.9 8.9
Other short-term debts 171.9 162.9 114.8 137.2 135.5 112.5 102.3 93.5 73.1 78.5
TOTAL LIABILITIES 1,003.4 889.5 748.5 889.2 721.9 489.1 497.5 390.9 347.6 362.6
* With effect from 2003 equity before appropriation of profit.
Group capital/total capital 47% 50% 51% 42% 43% 49% 37% 38% 47% 42%
Acquisitions /(de)consolidations 34.8 24.7 – 3.3 88.1 175.1 – 63.0 40.8 29.2 0.3 1.4
Investments in tangible and intangible fixed
assets 25.7 21.3 17.3 48.0 62.9 43.0 26.2 12.0 16.9 17.0
Depreciation and amortisation 47.9 44.9 42.7 42.3 32.7 23.1 19.3 19.2 19.6 24.0
Number of staff years at year-end 4,353 4,271 3,805 4,437 4,020 3,532 3,578 3,634 3,245 3,278
Number of shares outstanding at year-end
(x 1,000) 25,929 25,502 25,068 23,967 23,556 21,063 20,784 20,472 20,096 19,192
Net earnings per € 2.50 share 2.31 1.84 0.97 2.18 2.04 3.66 1.48 1.17 1.03 1.63
Dividend per share in euro 0.95 0.75 0.60 0.85 0.80 0.70 0.60 0.50 0.43 0.40
Closing price in euro 21.26 28.00 18.43 16.05 21.27 23.21 21.50 13.55 9.02 6.25
>
Royal Ten Cate (TenCate) is a multinational
company which combines textile technology
with chemical processes in the development
and production of functional materials.
On this technological basis, TenCate
develops a range of applications (product-
market-technology combinations) aimed
at growth markets.
TenCate materials are mainly used for:
◾ personal safety and protection of the
living and working environment;
◾ modernisation of equipment used by
armed forces, fire brigades and police;
◾ aerospace (lower fuel costs due to
lighter materials);
◾ water management, infrastructure
and environmental care;
◾ industrial applications.
TenCate selects market areas mainly on
the basis of global trends, specifically in
the safety/protection and sustainability/
environmental fields. With regard to
the characteristics of the materials
(specifications), the markets are usually
regulated by governments or agencies on
the basis of legislation and regulations.
TenCate’s direct customers are mainly
public-sector bodies, system integrators,
original equipment manufac turers and their
direct suppliers.
TenCate presents itself as a developer and
producer of materials, modules and systems
with distinctive characteristics.
The company operates a value-chain model
aimed at occupying distinctive positions
by means of technological innovation, cost
leadership, product differentiation and
end-user marketing.
TenCate develops solutions for end-users
by operating in network structures, such
as open innovation centres, partnerships
and co-creation, and by making acquisitions
in complementary fields (product-market-
technology combinations). The solution-
focused system approach plays a key role.
The policy of value-chain control has
enabled TenCate to secure leading
positions in worldwide niche markets.
TenCate employs around 4,350 people
worldwide and strives to operate in an
ethically and socially responsible way.
TenCate encourages its employees to be
enterprising, flexible and creative, thereby
demonstrating its aim of achieving progress
and sustainability for all stakeholders.
ADVANCED TEXTILES & COMPOSITES SECTOR
Ten Cate Advanced Textiles bv Nijverdal, NetherlandsGroup activities of the TenCate Advanced Textiles group in the Netherlands
Ten Cate Protect bv Nijverdal, Netherlands
Ten Cate Protective Fabrics USA inc Union City (Georgia), USA
Ten Cate Protective Fabrics Canada inc Montreal (Quebec), CanadaFabrics for professional wear and safety clothing as well as outdoor
applications
Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand
(50.65%) Fabrics for protective clothing
Ten Cate Advanced Composites bv Nijverdal, NetherlandsAdvanced composites for the aircraft industry and antiballistic applications
Ten Cate Advanced Composites USA inc Morgan Hill (California), USA
Phoenixx TPC inc Taunton (Massachusetts), USA
YLA inc Benicia (California), USA
CCS Composites inc Benicia (California), USAAdvanced composites for aerospace and industrial applications
TenCate Advanced Armour UK (AML) Swindon, UKDesign and production of vehicle armour materials
Ten Cate Advanced Armour sas Primarette, France
Ten Cate Advanced Armour Danmark a/s Vissenbjerg, DenmarkAdvanced ceramics and composites for antiballistic applications
Ten Cate Advanced Armor USA inc Newark (Ohio), USAAdvanced composites for vehicle armour
Ten Cate Active Protection ApS (ABDS) (51%) Vissenbjerg, DenmarkActive protection systems for army vehicles
AML India Private ltd (90%) Noida, IndiaDesign and production of vehicle armour materials
GEOSYNTHETICS & GRASS SECTOR
Ten Cate Geosynthetics North America inc Atlanta (Georgia), USA
Ten Cate Geosynthetics Austria GmbH Linz, Austria
Ten Cate Geosynthetics France sas Bezons, France
Ten Cate Geosynthetics Netherlands bv Nijverdal, Netherlands
Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia
TenCate Industrial Zhuhai co ltd Zhuhai, ChinaGeosynthetics and industrial fabrics
Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur, Malaysia
Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand
Ten Cate Geosynthetics pte ltd Singapore
Ten Cate Geosynthetics Italia srl Lazzata, Italy
Ten Cate Geosynthetics (UK) ltd Telford, UK
Ten Cate Geosynthetics sl Madrid, Spain
Ten Cate Geosynthetics Schweiz AG Zurich, Switzerland
Ten Cate Deutschland GmbH Dietzenbach, Germany
Ten Cate Geosynthetics Polska Spzoo Kraków, Poland
Ten Cate Geosynthetics CZ sro Prague, Czech Republic
Ten Cate Geosynthetics Rumania Bucharest, RomaniaSales offi ces
Ten Cate Thiolon bv Nijverdal, Netherlands
Ten Cate Thiolon USA inc Dayton (Tennessee), USA
Ten Cate Thiolon Middle East (49%) 1) Dubai, UAESynthetic turf components and systems
Ten Cate Thiobac bv Nijverdal, NetherlandsBacking for synthetic turf systems
GreenFields Holding BV (90%) Genemuiden, Netherlands
GreenFields BV (100%)
(subsidiary of GreenFields Holding BV) Genemuiden, Netherlands
Xtra Grass BV 2) Kampen, Netherlands
ProCourt Int BV 2) Zederik, Netherlands
GreenFields Eastern Europe BV (60%) 2) Genemuiden, Netherlands
GreenFields Noo (Bresco) AS (60%) 2) Molde, Norway
GreenFields Swiss AG (60%) 2) Schaffhausen, Switzerland
GreenFields Sports Turf Systems (ME) Ltd (80%) 2) Nicosia, Cyprus
GreenFields West Africa SARL (65%) 2) Cotonou, Benin
GreenFields UK Sports Surfaces Ltd 2) Bolton, UK
GreenFields India FZC (51%) 2) Sharjah, United Arab Emirates
GreenFields Pacifi c Pty Ltd 2) Brisbane, Australia
Southern Greens BV (82%) 2) Kampen, Netherlands
GreenFields Sports & Leisure Pty (55%) 3) Pietermaritzburg,
South AfricaMarketing and installation of synthetic turf systems
TigerTurf NZ, ltd (80%) Auckland, New Zealand
TigerTurf Australia pty ltd (80%) Campbellfi eld, Australia
TigerTurf (UK) ltd (80%) Hartlebury, UK
Tiger Sports Americas inc (80%) Austin (Texas), USA
(all as at 28 April 2010; as at 31 March 2009: 49%)Marketing and production organisations for synthetic turf systems
Edel Grass bv (50%) Genemuiden, NetherlandsMarketing and installation of synthetic turf systems
OTHER ACTIVITIES SECTOR
Xennia Technology ltd (78.95%) Letchworth, UK Specialist inkjet technology for industrial applications
Ten Cate Systems bv Nijverdal, NetherlandsDevelopment activities
Ten Cate Enbi International bv Brunssum, Netherlands TenCate Enbi group holding company
Ten Cate Enbi GmbH Opladen, Germany
Ten Cate Enbi kft Rétság, Hungary
Ten Cate Enbi inc Shelbyville (Indiana), USA
Ten Cate Enbi inc Rochester (New York), USA
Ten Cate Enbi pte ltd Singapore
Ten Cate Enbi Zhuhai co ltd Zhuhai, ChinaTechnical rollers and components for printers, copiers, fax machines,
postal sorting machines, ATMs, insulation and heating systems
Ten Cate Assurantiën bv Almelo, NetherlandsInsurance
Ten Cate Nederland bv Almelo, Netherlands
Royal Ten Cate USA inc Atlanta (Georgia), USA
Ten Cate USA inc Washington D.C., USA
Ten Cate UK ltd London, UK
Ten Cate France sas Paris, France
Ten Cate Deutschland GmbH Opladen, Germany
Ten Cate Danmark a/s Copenhagen, Denmark
Royal Ten Cate Pacifi c ltd Hong Kong, China
Royal Ten Cate China Holding ltd Hong Kong, ChinaCountry holding companies
Ten Cate Finance AG Schaffhausen, SwitzerlandFinancing company
NON-CONSOLIDATED COMPANIES
Landscape Solutions bv (25%) Goirle, NetherlandsMarketing and production organisation for synthetic turf for landscaping use
Hellas Construction Inc (30%) Austin (Texas), USAProduction and construction of sports pitches
GreenFields (All Sports) UK Ltd (49%) Stepps, UKMarketing and installation of synthetic turf systems
The operating companies listed here are consolidated in the financial statements, with the exception
of the companies shown as non-consolidated. Some interests of minor relevance to the overall
picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2 of the
Netherlands Civil Code.
The companies are wholly owned unless stated otherwise.
Royal Ten Cate Annual Report 2011Royal Ten Cate Annual Report 2011
COMMERCIAL OVERVIEWAs at 1 January 2012
PROFILE SUBSIDIARIES, ASSOCIATED COMPANIES AND OTHER INTERESTS as at 31 December 2011
GEOSYNTHETICS & GRASS SECTOR
PROTECTIVE FABRICS
Protective and safety fabrics and
multi-risk solutions for industry,
services, firefighting and defence
◾ TenCate Protective Fabrics
Americas
◾ TenCate Protective Fabrics EMEA
◾ TenCate Protective Fabrics Asia
OUTDOOR FABRICS
Protective fabrics for outdoor
applications
◾ TenCate Outdoor Fabrics
Europe
SPACE & AEROSPACE COMPOSITES
Advanced composites, compounds and
systems for the aerospace industry
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
INDUSTRIAL COMPOSITES
Advanced composites, compounds
and systems for industrial
applications, including automotive,
industrial components and energy
extraction
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
ADVANCED ARMOUR
Advanced composites, ceramics and integrated
systems for the active and passive protection of
police, army, air force, navy and civilian service
personnel, vehicles and vessels
◾ TenCate Advanced Armour Americas
◾ TenCate Advanced Armour EMEA
◾ TenCate Advanced Armour Asia
INKJET TECHNOLOGY
Specialist inkjet technology for
industrial production processes
◾ Xennia Technology
TECHNICAL COMPONENTS
Technical rollers and components,
particularly for printers, copiers, fax
machines, postal sorting machines
and ATMs
◾ TenCate Enbi North America
◾ TenCate Enbi EMEA
◾ TenCate Enbi Asia
GEOSYNTHETICS
Synthetic fabrics, non-wovens and
grids for solutions and applications
in infrastructure, civil engineering,
water management, the environ-
mental sector, agriculture and
horticulture
◾ TenCate Geosynthetics
Americas
◾ TenCate Geosynthetics EMEA
◾ TenCate Geosynthetics Asia
GRASS
Synthetic turf components and inte-
grated synthetic turf systems for
top-flight sports, recreation and
landscape projects
Upstream
◾ TenCate Grass Americas
◾ TenCate Grass EMEA
◾ TenCate Grass Asia
Downstream
◾ Edel Grass (50%)
◾ GreenFields (90%)
◾ TigerTurf (80%)
◾ Hellas Construction (30%)
The TenCate sectors are subdivided into market groups. Each market group is a cluster of subsidiaries which co-operate intensively in research & development,
production, end-user marketing and sales.
An overview of the legal entities which make up the company can be found on the inside back cover.
ADVANCED TEXTILES & COMPOSITES SECTOR
OTHER ACTIVITIES SECTOR
1 Due to legislation in Dubai, 51% is held by a local partner. Royal Ten Cate has 100% economic ownership.
2) Subsidiary of GreenFields BV
3) Subsidiary of Southern Greens BV
HOLDING & SERVICES
Holding company activities
◾ Koninklijke Ten Cate nv
Royal Ten Cate (TenCate) is a multinational
company which combines textile technology
with chemical processes in the development
and production of functional materials.
On this technological basis, TenCate
develops a range of applications (product-
market-technology combinations) aimed
at growth markets.
TenCate materials are mainly used for:
◾ personal safety and protection of the
living and working environment;
◾ modernisation of equipment used by
armed forces, fire brigades and police;
◾ aerospace (lower fuel costs due to
lighter materials);
◾ water management, infrastructure
and environmental care;
◾ industrial applications.
TenCate selects market areas mainly on
the basis of global trends, specifically in
the safety/protection and sustainability/
environmental fields. With regard to
the characteristics of the materials
(specifications), the markets are usually
regulated by governments or agencies on
the basis of legislation and regulations.
TenCate’s direct customers are mainly
public-sector bodies, system integrators,
original equipment manufac turers and their
direct suppliers.
TenCate presents itself as a developer and
producer of materials, modules and systems
with distinctive characteristics.
The company operates a value-chain model
aimed at occupying distinctive positions
by means of technological innovation, cost
leadership, product differentiation and
end-user marketing.
TenCate develops solutions for end-users
by operating in network structures, such
as open innovation centres, partnerships
and co-creation, and by making acquisitions
in complementary fields (product-market-
technology combinations). The solution-
focused system approach plays a key role.
The policy of value-chain control has
enabled TenCate to secure leading
positions in worldwide niche markets.
TenCate employs around 4,350 people
worldwide and strives to operate in an
ethically and socially responsible way.
TenCate encourages its employees to be
enterprising, flexible and creative, thereby
demonstrating its aim of achieving progress
and sustainability for all stakeholders.
ADVANCED TEXTILES & COMPOSITES SECTOR
Ten Cate Advanced Textiles bv Nijverdal, NetherlandsGroup activities of the TenCate Advanced Textiles group in the Netherlands
Ten Cate Protect bv Nijverdal, Netherlands
Ten Cate Protective Fabrics USA inc Union City (Georgia), USA
Ten Cate Protective Fabrics Canada inc Montreal (Quebec), CanadaFabrics for professional wear and safety clothing as well as outdoor
applications
Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand
(50.65%) Fabrics for protective clothing
Ten Cate Advanced Composites bv Nijverdal, NetherlandsAdvanced composites for the aircraft industry and antiballistic applications
Ten Cate Advanced Composites USA inc Morgan Hill (California), USA
Phoenixx TPC inc Taunton (Massachusetts), USA
YLA inc Benicia (California), USA
CCS Composites inc Benicia (California), USAAdvanced composites for aerospace and industrial applications
TenCate Advanced Armour UK (AML) Swindon, UKDesign and production of vehicle armour materials
Ten Cate Advanced Armour sas Primarette, France
Ten Cate Advanced Armour Danmark a/s Vissenbjerg, DenmarkAdvanced ceramics and composites for antiballistic applications
Ten Cate Advanced Armor USA inc Newark (Ohio), USAAdvanced composites for vehicle armour
Ten Cate Active Protection ApS (ABDS) (51%) Vissenbjerg, DenmarkActive protection systems for army vehicles
AML India Private ltd (90%) Noida, IndiaDesign and production of vehicle armour materials
GEOSYNTHETICS & GRASS SECTOR
Ten Cate Geosynthetics North America inc Atlanta (Georgia), USA
Ten Cate Geosynthetics Austria GmbH Linz, Austria
Ten Cate Geosynthetics France sas Bezons, France
Ten Cate Geosynthetics Netherlands bv Nijverdal, Netherlands
Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia
TenCate Industrial Zhuhai co ltd Zhuhai, ChinaGeosynthetics and industrial fabrics
Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur, Malaysia
Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand
Ten Cate Geosynthetics pte ltd Singapore
Ten Cate Geosynthetics Italia srl Lazzata, Italy
Ten Cate Geosynthetics (UK) ltd Telford, UK
Ten Cate Geosynthetics sl Madrid, Spain
Ten Cate Geosynthetics Schweiz AG Zurich, Switzerland
Ten Cate Deutschland GmbH Dietzenbach, Germany
Ten Cate Geosynthetics Polska Spzoo Kraków, Poland
Ten Cate Geosynthetics CZ sro Prague, Czech Republic
Ten Cate Geosynthetics Rumania Bucharest, RomaniaSales offi ces
Ten Cate Thiolon bv Nijverdal, Netherlands
Ten Cate Thiolon USA inc Dayton (Tennessee), USA
Ten Cate Thiolon Middle East (49%) 1) Dubai, UAESynthetic turf components and systems
Ten Cate Thiobac bv Nijverdal, NetherlandsBacking for synthetic turf systems
GreenFields Holding BV (90%) Genemuiden, Netherlands
GreenFields BV (100%)
(subsidiary of GreenFields Holding BV) Genemuiden, Netherlands
Xtra Grass BV 2) Kampen, Netherlands
ProCourt Int BV 2) Zederik, Netherlands
GreenFields Eastern Europe BV (60%) 2) Genemuiden, Netherlands
GreenFields Noo (Bresco) AS (60%) 2) Molde, Norway
GreenFields Swiss AG (60%) 2) Schaffhausen, Switzerland
GreenFields Sports Turf Systems (ME) Ltd (80%) 2) Nicosia, Cyprus
GreenFields West Africa SARL (65%) 2) Cotonou, Benin
GreenFields UK Sports Surfaces Ltd 2) Bolton, UK
GreenFields India FZC (51%) 2) Sharjah, United Arab Emirates
GreenFields Pacifi c Pty Ltd 2) Brisbane, Australia
Southern Greens BV (82%) 2) Kampen, Netherlands
GreenFields Sports & Leisure Pty (55%) 3) Pietermaritzburg,
South AfricaMarketing and installation of synthetic turf systems
TigerTurf NZ, ltd (80%) Auckland, New Zealand
TigerTurf Australia pty ltd (80%) Campbellfi eld, Australia
TigerTurf (UK) ltd (80%) Hartlebury, UK
Tiger Sports Americas inc (80%) Austin (Texas), USA
(all as at 28 April 2010; as at 31 March 2009: 49%)Marketing and production organisations for synthetic turf systems
Edel Grass bv (50%) Genemuiden, NetherlandsMarketing and installation of synthetic turf systems
OTHER ACTIVITIES SECTOR
Xennia Technology ltd (78.95%) Letchworth, UK Specialist inkjet technology for industrial applications
Ten Cate Systems bv Nijverdal, NetherlandsDevelopment activities
Ten Cate Enbi International bv Brunssum, Netherlands TenCate Enbi group holding company
Ten Cate Enbi GmbH Opladen, Germany
Ten Cate Enbi kft Rétság, Hungary
Ten Cate Enbi inc Shelbyville (Indiana), USA
Ten Cate Enbi inc Rochester (New York), USA
Ten Cate Enbi pte ltd Singapore
Ten Cate Enbi Zhuhai co ltd Zhuhai, ChinaTechnical rollers and components for printers, copiers, fax machines,
postal sorting machines, ATMs, insulation and heating systems
Ten Cate Assurantiën bv Almelo, NetherlandsInsurance
Ten Cate Nederland bv Almelo, Netherlands
Royal Ten Cate USA inc Atlanta (Georgia), USA
Ten Cate USA inc Washington D.C., USA
Ten Cate UK ltd London, UK
Ten Cate France sas Paris, France
Ten Cate Deutschland GmbH Opladen, Germany
Ten Cate Danmark a/s Copenhagen, Denmark
Royal Ten Cate Pacifi c ltd Hong Kong, China
Royal Ten Cate China Holding ltd Hong Kong, ChinaCountry holding companies
Ten Cate Finance AG Schaffhausen, SwitzerlandFinancing company
NON-CONSOLIDATED COMPANIES
Landscape Solutions bv (25%) Goirle, NetherlandsMarketing and production organisation for synthetic turf for landscaping use
Hellas Construction Inc (30%) Austin (Texas), USAProduction and construction of sports pitches
GreenFields (All Sports) UK Ltd (49%) Stepps, UKMarketing and installation of synthetic turf systems
The operating companies listed here are consolidated in the financial statements, with the exception
of the companies shown as non-consolidated. Some interests of minor relevance to the overall
picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2 of the
Netherlands Civil Code.
The companies are wholly owned unless stated otherwise.
Royal Ten Cate Annual Report 2011Royal Ten Cate Annual Report 2011
COMMERCIAL OVERVIEWAs at 1 January 2012
PROFILE SUBSIDIARIES, ASSOCIATED COMPANIES AND OTHER INTERESTS as at 31 December 2011
GEOSYNTHETICS & GRASS SECTOR
PROTECTIVE FABRICS
Protective and safety fabrics and
multi-risk solutions for industry,
services, firefighting and defence
◾ TenCate Protective Fabrics
Americas
◾ TenCate Protective Fabrics EMEA
◾ TenCate Protective Fabrics Asia
OUTDOOR FABRICS
Protective fabrics for outdoor
applications
◾ TenCate Outdoor Fabrics
Europe
SPACE & AEROSPACE COMPOSITES
Advanced composites, compounds and
systems for the aerospace industry
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
INDUSTRIAL COMPOSITES
Advanced composites, compounds
and systems for industrial
applications, including automotive,
industrial components and energy
extraction
◾ TenCate Advanced Composites
Americas
◾ TenCate Advanced Composites
EMEA
ADVANCED ARMOUR
Advanced composites, ceramics and integrated
systems for the active and passive protection of
police, army, air force, navy and civilian service
personnel, vehicles and vessels
◾ TenCate Advanced Armour Americas
◾ TenCate Advanced Armour EMEA
◾ TenCate Advanced Armour Asia
INKJET TECHNOLOGY
Specialist inkjet technology for
industrial production processes
◾ Xennia Technology
TECHNICAL COMPONENTS
Technical rollers and components,
particularly for printers, copiers, fax
machines, postal sorting machines
and ATMs
◾ TenCate Enbi North America
◾ TenCate Enbi EMEA
◾ TenCate Enbi Asia
GEOSYNTHETICS
Synthetic fabrics, non-wovens and
grids for solutions and applications
in infrastructure, civil engineering,
water management, the environ-
mental sector, agriculture and
horticulture
◾ TenCate Geosynthetics
Americas
◾ TenCate Geosynthetics EMEA
◾ TenCate Geosynthetics Asia
GRASS
Synthetic turf components and inte-
grated synthetic turf systems for
top-flight sports, recreation and
landscape projects
Upstream
◾ TenCate Grass Americas
◾ TenCate Grass EMEA
◾ TenCate Grass Asia
Downstream
◾ Edel Grass (50%)
◾ GreenFields (90%)
◾ TigerTurf (80%)
◾ Hellas Construction (30%)
The TenCate sectors are subdivided into market groups. Each market group is a cluster of subsidiaries which co-operate intensively in research & development,
production, end-user marketing and sales.
An overview of the legal entities which make up the company can be found on the inside back cover.
ADVANCED TEXTILES & COMPOSITES SECTOR
OTHER ACTIVITIES SECTOR
1 Due to legislation in Dubai, 51% is held by a local partner. Royal Ten Cate has 100% economic ownership.
2) Subsidiary of GreenFields BV
3) Subsidiary of Southern Greens BV
HOLDING & SERVICES
Holding company activities
◾ Koninklijke Ten Cate nv
TenCate materials are at the cutting
edge of textile, chemical and material
techno logies.
TenCate focuses on added-value solutions
to meet critical end-user requirements.
Our customers make a difference with our
materials and systems.
TenCate addresses market trends
based on the global themes of safety, pro-
tection and sustainability. This generates
long-term growth for the company.
The strategy is characterised by value chain management.
This business model implemented by TenCate is built on
the four cornerstones of end-user marketing, product
differentiation, technological innovation and cost
leadership. The challenge lies in striking an optimum
balance between these four cornerstones.
Thermoplastic composite
The automotive industry is increasingly interested in using
thermoplastic composites from the TenCate Cetex® product
portfolio of TenCate Advanced Composites in cars. TenCate
Cetex® is:
• Strong and impact-resistant: contributes to safety
• Lightweight: saves fuel
• Mouldable: readily processable
• Reusable and recyclable: sustainable
Royal Ten C
ateA
nnual Report 2011
Royal Ten Cate MATERIALS THAT MAKE A DIFFERENCEColophon
business development & investor relations
F.R. Spaan, corporate director
P.O. Box 58
7600 GD Almelo, The Netherlands
Telephone +31 (0)546 544 911
Fax +31 (0)546 814 145
www.tencate.com
Commercial overview and profileOperating companies, associated companies and other interests
Royal Ten Cate
Annual Report 2011
Connected by the value proposition
Text
Royal Ten Cate
Translation
VVH business translations,
Maartensdijk
Concept and realisation
C&F Report Amsterdam B.V.,
Amsterdam
Printing
Lulof Druktechniek B.V.,
Almelo
Photography
Paul Haverkort
Bram Hendriks
Frans Dekker
Joost van Baars
Marjo Baas
Ton Kuper
Roelof Pot
De Jong Luchtfotografie
Stephen Barnett
Norbert Hekkink
Courtesy © Gulfstream
Courtesy © Staff Sgt. Curt Cashour
Vista landschapsarchitectuur en stedenbouw
TenCate would like to hear from you.
Please let u s know your views by e-mailing
[email protected], stating the
market group or officer you wish to contact.
TenCate materials are at the cutting
edge of textile, chemical and material
techno logies.
TenCate focuses on added-value solutions
to meet critical end-user requirements.
Our customers make a difference with our
materials and systems.
TenCate addresses market trends
based on the global themes of safety, pro-
tection and sustainability. This generates
long-term growth for the company.
The strategy is characterised by value chain management.
This business model implemented by TenCate is built on
the four cornerstones of end-user marketing, product
differentiation, technological innovation and cost
leadership. The challenge lies in striking an optimum
balance between these four cornerstones.
Thermoplastic composite
The automotive industry is increasingly interested in using
thermoplastic composites from the TenCate Cetex® product
portfolio of TenCate Advanced Composites in cars. TenCate
Cetex® is:
• Strong and impact-resistant: contributes to safety
• Lightweight: saves fuel
• Mouldable: readily processable
• Reusable and recyclable: sustainable
Royal Ten C
ateA
nnual Report 2011
Royal Ten Cate MATERIALS THAT MAKE A DIFFERENCEColophon
business development & investor relations
F.R. Spaan, corporate director
P.O. Box 58
7600 GD Almelo, The Netherlands
Telephone +31 (0)546 544 911
Fax +31 (0)546 814 145
www.tencate.com
Commercial overview and profileOperating companies, associated companies and other interests
Royal Ten Cate
Annual Report 2011
Connected by the value proposition
Text
Royal Ten Cate
Translation
VVH business translations,
Maartensdijk
Concept and realisation
C&F Report Amsterdam B.V.,
Amsterdam
Printing
Lulof Druktechniek B.V.,
Almelo
Photography
Paul Haverkort
Bram Hendriks
Frans Dekker
Joost van Baars
Marjo Baas
Ton Kuper
Roelof Pot
De Jong Luchtfotografie
Stephen Barnett
Norbert Hekkink
Courtesy © Gulfstream
Courtesy © Staff Sgt. Curt Cashour
Vista landschapsarchitectuur en stedenbouw
TenCate would like to hear from you.
Please let u s know your views by e-mailing
[email protected], stating the
market group or officer you wish to contact.