1994 - TenCate
Transcription
1994 - TenCate
Royal Nijverdal-Ten Cate nv Annual Report 1994 Royal Nijverdal-Ten Cate nv Egbert Gorterstraat 3, 7607 GB Almelo, Netherlands P.O. Box 58, 7600 GD Almelo, Netherlands Telephone +31 546 544911 Fax +31 546 814145 Telex 36615 Public Relations Department, telephone +31 546 544313 Investor Relations Department, telephone +31 546 544456 This is an English translation of the Dutch Annual Report 1994 of Royal Nijverdal-Ten Cate nv. The Dutch text will be the official version. Royal Nijverdal-Ten Cate nv Organization Chart 1 Organization Chart as at 1 March 1995 Executive Board Services Textiles Staff Services Plastics Rubber Advanced Textiles Group Packaging Group Rollers Group Ten Cate Protect Permess Ten Cate Technical Fabrics (25%) Plasticum Bandringa Ten Cate Mouldings ENBI International Industrial Fabrics Group Europe Pipe Systems and Trade Group Nicolon TtC Polyolefins Ten Cate Advanced Composites (25%) Viplex Schinkel Schouten Bosta Polystyrene Products Group Industrial Fabrics Group USA Nicolon Corporation – Baycor – Nicolon/Mirafi National Fire Hose Denim Group Atlantic Mills (50%) Hellenic Fabrics (50%) EMAE (50%) Ilios-Ten Cate (50%) Iliotex (42%) Synbra (50%) Contents Annual Report 1994 5 Royal Nijverdal-Ten Cate nv financial highlights Annual accounts 1994 30 Consolidated balance sheet 32 Consolidated profit and loss account 6 Corporate statement 7 Report of the Supervisory Board to the shareholders 8 Report of the Executive Board 8 General 9 Outlook 11 Financial review 13 Changes in the group structure 14 Personnel and Organization 16 Quality 16 Environment 17 Technology 33 Notes 33 Accounting Principles 35 Notes to the consolidated balance sheet 38 Notes to the consolidated profit and loss account 39 Cash flow summary 40 Company balance sheet 42 Company profit and loss account 43 Notes to the company balance sheet Additional data 19 Financial highlights per sector 47 Auditor’s Report 21 Review of operations 21 Advanced Textiles Group 21 Industrial Fabrics Group - Europe 23 Industrial Fabrics Group - USA 23 Denim Group 25 Packaging Group 25 Pipe Systems and Trade Group 27 Rollers Group 27 Polystyrene Products Group 28 Services 48 Trustee’s Report 49 Royal Nijverdal-Ten Cate Preference Shares Trust 50 Provisions of the articles of association relating to distribution of profits 51 Proposed distribution of profits 52 Minority Interest Disclosure Act 1 The Boards 2 Supervisory Board R.J. Nelissen (63) Chairman J.J.C. Alberdingk Thijm (65) Vice-chairman C.J.A.J.M. van Gestel (56) H.H. van den Kroonenberg (61) J.D. van der Velde (69) F.J. de Wit (55) J.B. Wolters (44) Executive Board F.H. Schreve (53) Chairman H.J. Hesselink (59) (steps down on 1 April 1995) J.H.P.L. van de Sanden (55) Royal Nijverdal-Ten Cate nv Annual Report 1994 Nicolon Corporation, Jefferson (USA): non-wovens factory/distribution centre (completion March 1995) 3 Royal Nijverdal - Ten Cate nv Annual Report 1994 4 1050 105 70 900 90 60 750 75 50 600 60 40 450 45 30 300 30 20 150 15 10 0 0 0 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 Net turnover Cash flow Operating results Net depreciation Net profits 70 105 1050 60 90 900 50 75 750 40 60 600 30 45 450 20 30 300 10 15 150 0 0 0 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 Results Net depreciation and investments Financing structure Net profits Extraordinary items Net depreciation Investments Group equity Subordinated conv. debenture loan Equalization fund and provisions Long-term loan capital Short-term loan capital Royal Nijverdal-Ten Cate nv financial highlights 5 In millions of guilders, unless otherwise stated 1994 1993 1992 1991 1990 1,109.6 51.5 30.1 15.1 8.3 1,085.8 48.5 26.2 10.2 8.1 1,110.8 70.1 40.1 33.6 15.9 1,031.3 73.2 44.2 44.2 16.6 949.3 55.2 40.1 40.1 15.1 Ratios Increase in turnover Operating results as % of turnover Return on equity ² Return on total capital ³ 2.2% 4.6% 4.3% 7.0% - 2.3% 4.5% 2.9% 6.7% 7.7% 6.3% 9.9% 9.5% 8.6% 7.1% 13.1% 10.9% 9.0% 5.8% 11.8% 9.7% Equity Issued share capital Equity Guarantee capital/total capital 83.1 351.7 54% 81.3 350.8 57% 79.4 351.0 56% 75.5 329.0 42% 71.9 345.3 51% 10.6 66.2 59.6 74.7 66.6 57.9 68.1 11.1 91.7 56.8 90.4 105.7 69.2 51.2 95.4 36.4 57.9 42.9 83.0 3,900 3,806 4,160 4,032 4,307 4,179 4,185 4,071 3,813 3,679 84.60 79.00 18.09 7.28 3.65 2.00 86.30 96.20 16.87 6.48 2.53 2.00 88.44 69.00 23.12 10.26 8.59 4.00 87.15 88.60 25.51 11.83 11.83 4.40 96.09 77.00 23.17 11.21 11.21 4.20 4,157 852 4,065 845 3,968 836 3,775 54 3,593 58 Profit and loss account Net turnover Operating results Net profits before extraordinary items Net profits Dividend ¹ Acquisitions Investments Net depreciation Cash flow Staff Number of employees at year end Number of staff-years at year end – – – – – – Per NLG 20.00 share ⁴ equity price at year end cash flow net profits before extraordinary items net profits dividend ¹ Number of shares (x 1,000) Maximum increase from conversion 1 2 3 4 In the case of full cash dividend. 1994: proposed dividend. Net profits/average equity. Operating results + earnings from holdings/average balance sheet total. Cash flow and net profits in previous years adjusted for capital changes in accordance with the new reporting guidelines. Corporate statement 6 Royal Nijverdal-Ten Cate (Ten Cate) is involved in high-grade textiles and the processing of plastics and rubber. Industrial ingenuity, leading to economically and technically sound solutions for lasting and genuine needs in society, is the key element of our organization. Corporate activities - development, manufacture, purchasing and sales - are carried out by operating companies. For operational and strategic reasons, the operating companies have been formed into groups according to the nature of the product, market, technology and/or raw material. The operating companies and groups all contribute to the establishment of Ten Cate’s name and identity. The majority of our customers are manufacturers of consumer or professional products. They are to be found in various branches of industry, including garment and carpet manufacturing, construction and civil engineering, the office machines industry, the food industry and the agricultural sector. The products are noted for their functionality and their excellent value for money. Product and process development are crucial for the future, as is international industrial marketing. The organization promotes know-how, creativity and initiative in its people and encourages them to take responsibility. Top performance and dynamism are achieved by younger employees working together with older colleagues who have a great deal of skill and experience inside and outside the group. Ten Cate operates worldwide. The maintenance and creation of jobs in the Netherlands and in other countries, where this is justified structurally and in terms of return, are promoted inside and outside the organization. Good financial results, measured in the short and medium term, are a precondition for future investments and hence for continuity. Report from the Supervisory Board to the shareholders 7 Pursuant to the provisions of article 25 of the articles of association, we hereby present to you the 1994 annual accounts, drawn up by the Executive Board and verified by us. Net profits in 1994 amounted to 15.1 million. The annual accounts have been examined by Coopers & Lybrand Accountants. Their report, as referred to in article 26 paragraph 3 of the articles of association, is to be found on page 47. We propose that you approve the annual accounts for 1994 in accordance with the documents presented to you, whereby the Executive Board is discharged of responsibility in respect of its management and the Supervisory Board for its supervision. The allocation of profits contained on page 51 of this annual report has our approval. We advise you to accept the Executive Board’s proposal. The proposal reads: payment of a dividend of 2.00 per ordinary share or the option of an amount in ordinary shares, to be charged to the tax-free premium reserve or to the other reserves if so desired. The amount of the optional dividend will be announced by 6 April 1995 at the latest. On 10 March 1994 the Supervisory Board decided to appoint Mr. F.H. Schreve as chairman of the Executive Board, effective 1 January 1995. Mr. Schreve has worked for the company as a member of the Executive Board since 1 May 1994. Mr. G.A. Reudink stepped down as a member and as the chairman of the Executive Board on 1 January 1995. Mr. Reudink was a member of the Executive Board for thirteen years and held the post of chairman for eleven years. The Supervisory Board greatly appreciates everything that has been achieved during this time. Under Mr. Reudink’s leadership, Royal NijverdalTen Cate nv’s operations have undergone significant change and this has strengthened the organization. The Supervisory Board thanks him for the knowledge, dedication and effort he has put into the concern. Mr. H.J. Hesselink has let it be known that he wishes to step down as a member of the Executive Board as of 1 April 1995. He will continue to be associated with the company in an advisory capacity until the end of 1995. The Supervisory Board is indebted to him for his contributions to and involvement with the company for almost nine years. Having reached the retirement age laid down in the articles of association, Mr. J.D. van der Velde will retire from the Supervisory Board at the end of the Annual General Meeting of Shareholders to be held on 6 April 1995. The Supervisory Board wishes to express its gratitude to him for the knowledge and experience he has put at the service of the company over the past eighteen years and more. The Supervisory Board has decided not to appoint a new member at this time. In addition to incidental contacts with the Executive Board, the Supervisory Board met five times in 1994. Aside from the usual subjects, the Board also considered the composition of the Executive Board, the progress of reorganizations, and acquisitions and disinvestments. An Audit Committee and a Remuneration Committee were formed from among the members of the Supervisory Board. The Audit Committee discussed a number of topics including the half year figures, the annual accounts and the auditor’s report. We should like to express our thanks to the Executive Board and the staff for their efforts throughout the past year. We have every confidence in the future growth of the concern. Supervisory Board R.J. Nelissen Chairman J.J.C. Alberdingk Thijm Vice-chairman C.J.A.J.M. van Gestel H.H. van den Kroonenberg J.D. van der Velde F.J. de Wit J.B. Wolters Almelo, 2 March 1995 Report of the Executive Board 8 General In many respects 1994 was a year of transition for Royal Nijverdal-Ten Cate nv. The economies of the Netherlands and other countries in the European Union were recovering from the recession of the previous years. However the effect on the results of the group’s operations remained limited, and a number of operating companies had not yet completed the implementation of the restructuring plans. Mr. G.A. Reudink’s resignation from the Executive Board marks the end of an era under his leadership. The present Executive Board has started to map out the new course for the future on the basis of current circumstances and new insights. The net profit made by Royal Nijverdal-Ten Cate amounted to 15 million (1993: 10 million). This works out at a 4.3% return on equity, which is highly unsatisfactory. The after-tax result from normal operations improved to 30 million in comparison with NLG 26 million in 1993. This reflects improvements that are becoming apparent in the operating companies. A few remaining reorganizations and the discontinuing of a number of activities that are not part of the core business require provisions charged against 1994 operations to the amount of 15 million (1993: 16 million). Consolidated turnover amounted to 1,110 million (1993: 1,086 million), a 2.2% rise. Disinvestments and acquisitions of operating companies were responsible for an overall drop of 4% in group turnover. Autonomous growth in turnover exceeded 6%. This increase came about solely as a result of a rise in volume. Despite the sharp rise in the cost of raw materials, it was only possible to raise prices to a modest extent in 1994. The unforeseen steep rise in raw materials prices is primarily hitting the plastics sector, although cotton prices recently started to be similarly affected. After the extremely difficult time in 1993, it is encouraging to note that the results of the textile companies, which have also included the industrial fabrics since the beginning of the year under review, have improved significantly and moved into profit. The operating companies involved in plastics and rubber also made a positive contribution to the result. As in previous years, more was invested than written off in 1994. In consequence, the means of production are generally modern and in good condition. In 1994 investments totalled 66 million unchanged from 1993. The largest investment was in the construction of a non-wovens factory in Jefferson, Georgia (USA). This factory will come on line in the spring of 1995. The balance sheet ratios remained healthy. Guarantee capital amounts to 54% of the balance sheet total. Restructuring in the Netherlands meant that the workforce was reduced by 482. Around half of the employees work outside the Netherlands. The staff have made a tremendous effort to achieve these results and the Executive Board would like to take this opportunity of expressing its gratitude to them. The profit per share in 1994 amounts to 3.65 (1993: 2.53). The Executive Board proposes the payment of a dividend of 2.00 per ordinary share, or the option of an amount in ordinary shares charged to the tax-free premium reserve or to other reserves if so desired. The amount of the optional dividend will be announced by 6 April 1995 at the latest. (1993: likewise 2.00 per ordinary share, or the option of a nominal 0.50 in ordinary shares charged to said reserves.) Taken over a number of years, the aim of the dividend policy will be to pay out about 40% of net profits in the form of dividends. Report of the Executive Board Outlook The economic recovery in Europe has so far had only limited volume effects in the markets that are important to us - clothing, construction, the agricultural sector, packaging and office machinery. Nevertheless, on the basis of our competitive position we expect to achieve an increase in turnover/volume in 1995. Investments in durable means of production are expected to amount to 75 million; they can be financed out of the cash flow. We also remain open to the possibility of making acquisitions that will strengthen our existing operations. In 1995 we will be concentrating on significant improvements in trading results in all our operating companies. Particular attention will be devoted to product development, cost price reduction and reinforcement of our international marketing effort in order to improve competitiveness in the medium term. We expect to be able to cover the costs arising out of the remaining reorganizations and planned discontinuations from the available provisions. The number of employees will remain more or less constant. The extent of further price increases for raw materials (plastics and cotton), which will probably continue, will be an important factor in the coming year. Our operating companies are endeavouring to pass these price rises on to their customers, but a certain time-lag is inevitable. Barring unforeseen circumstances, we believe that the result from normal operations in 1995 will show further improvement. Since extraordinary expenditure of the order of that in 1993 and 1994 is not forecast, we expect to see a considerable improvement in net profits. 9 Royal Nijverdal - Ten Cate nv Annual Report 1994 10 Geographical spread of turnover and production in the Ten Cate companies in 1994 Percentages Netherlands Belgium Germany United Kingdom Ireland France Switzerland Italy Rest of Europe United States Rest of the world Turnover Production 29.0 6.1 12.7 8.9 – 7.8 – 2.7 4.8 23.6 4.4 –– 100.0 55.2 – 5.3 2.9 6.7 4.6 1.5 – 1.3 22.5 – –– 100.0 Rest of the world, mainly Asia Rest of Europe Turnover Production DM/kg NLG/kg 1,8 6 1,6 5 1,4 4 1,2 3 1,0 2 December 1993 January 1995 December 1993 Plastics prices Textile yarn prices PP HDPE LDPE PVC Cotton element Liverpool index Cotton yarns Source: Kunststoff Information, Bad Homburg, Germany January 1995 Report of the Executive Board Financial review 11 Turnover Turnover rose 2.2% to 1,110 million. Disinvestments and acquisitions of operating companies were responsible for an overall drop of 4% in group turnover, which means that the autonomous growth in turnover amounted to more than 6%. This increase came about solely as a result of a rise in volume. As a consequence of overcapacity in the supply industry it was very difficult if not impossible to raise prices in 1994 despite the sharp rise in the cost of raw materials. In 1994, as in 1993, the foreign companies’ turnover rose much more than that of the Dutch operating companies: autonomous growth in turnover home-based operating companies foreign operating companies + (last year) 4.6% (- 9.5%) + 10.0% –– + 6.5% (+ 11.5%) –– (- 1.8%) The difference in the rates of growth can be explained on the one hand by the fact that economic recovery in the United States is ahead of the recovery in Europe, and on the other that the American operating companies, unlike the companies in Europe, are still in the growth phase. The Dutch companies account for 55% of Ten Cate’s production, but only 29% of output is sold in the Dutch market. This illustrates the fact that exports and the ability to compete internationally are crucial to the group. Raw materials prices The long period of relatively low prices for plastic granulate came to an abrupt end in 1994. July saw the start of a wave of price increases which had reached levels of between 20 to 60%, depending on the type of plastic, by the end of December 1994. The economic recovery appears in the first instance to have benefitted primarily the suppliers of raw materials. Cotton prices had already risen slightly during the fourth quarter of 1993. This trend continued in 1994 and accelerated at the end of the year. Results Despite the slow economic recovery and the steep rise in the prices of raw materials, the operational result improved from 26 to 30 million. The operating companies that were restructured in 1993 made a significant contribution to this recovery. TtC Polyolefins, Ten Cate Protect, Viplex and Ten Cate Technical Fabrics (75% of which has been sold) all achieved significantly better results. The efforts and sacrifices made in 1993 and 1994 appear not to have been in vain. The margins of the other companies have come under pressure, however. This is partly due to rising prices of raw materials on the one hand and static or decreasing earnings on the other. Industrial customers are themselves being confronted with ever fiercer international competition and are passing on the pressure on prices to their suppliers. In 1993 the foreign operating companies achieved better results than their Dutch counterparts. Following the restructuring processes, however, a better balance has been achieved in the year under review. On balance, the profits earned by Ten Cate are more evenly spread among the various operating companies than in the previous year. Royal Nijverdal - Ten Cate nv Annual Report 1994 12 In millions of guilders, unless otherwise stated Net turnover Purchases Value added Personnel costs Other costs Operating results Interest Earnings from normal operations before tax Tax Earnings of holdings Net profits from normal operations Extraordinary items Net profits Personnel costs fell as a result of the restructuring measures taken in the Netherlands. Interest costs were down because liquidity for the greater part of the year was significantly better as a result of the disinvestments at the beginning of 1994. The burden of taxation, expressed as a percentage of profits from normal operations before tax, remained constant at 31.4%. The result from holdings was virtually unchanged at 5.7 million. An extraordinary item of 15 million was taken for a number of reorganizations and closures of operating companies and holdings. This relates to measures taken at National Fire Hose, Atlantic Mills and Plasticum, and to the closure/sale of Multistiq UK, Macedonian Plastics, Plexaco, Ten Cate Consultants and Alexander Fashions. Lastly, the provision is intended for the streamlining of head office functions. Some service tasks will be contracted out or discontinued. 1994 % 1993 % 1,110 567 –– 543 100.0 51.1 –– 48.9 1,086 539 –– 547 100.0 49.6 –– 50.4 281 211 –– 51 25.3 19.0 –– 4.6 295 204 –– 48 27.2 18.8 –– 4.4 16 –– 35 11 6 –– 30 15 –– 15 19 –– 29 9 6 –– 26 16 –– 10 Investments Investments amounting to 66 million were made in 1994; 6 million more than the depreciation level ( 60 million). Major investment projects included: – Nicolon bv: extrusion coating machine; – TtC Polyolefins bv: flat film extrusion line; – Nicolon Corporation: factory/distribution centre in Jefferson, Georgia (completion March 1995). Financing The group’s financing requirement increased by 26 million to 186 million in 1994. Our bank facilities are more than enough to cover any further rise. See pages 37 and 39 of this report for a more detailed overview of the debt position and cash flows. Report of the Executive Board Changes in the structure of the group Financial position Equity increased fractionally to 352 million (1993: 351 million). This corresponds to 42% of the balance sheet total (1993: 44%) On the one hand equity fell as a result of currency changes which led to a lower net worth for our foreign companies ( 8 million) and the writing-off of goodwill ( 4 million). On the other hand capital increased through the retained earnings reserve ( 4 million), the stock dividend for 1993 ( 7 million) and the proposed retained profits in 1994 ( 2 million). Disinvestments The following companies were sold in 1994: Effect of currency fluctuations Changes in the rates of exchange of foreign currencies affect the results in two ways. Firstly, part of the turnover is generated in foreign currencies. Although this risk is covered as far as possible by means of options or forward contracts, a prolonged reduction in value will inevitably mean a loss of income. A 10 cent drop in the value of the US dollar can in the long term mean 1.5 million in lost income. Secondly, the net profits of foreign operating companies are translated into guilders. This is done at average rates: The consolidated turnover of these companies amounted to 75 million in 1993. US dollar Irish punt Greek drachma 1994 1993 1.82 2.72 0.75 1.86 2.72 0.81 These currency changes have had a negligible effect on net profits this year. End of year exchange rates are used in the balance sheet (see page 33). These rate differences have meant that an amount of 8 million has been charged to the equity. – 1-1-1994 Perfect Foil bv, plastic film. – 1-1-1994 Ten Cate Technical Fabrics bv (75%), canvas and awning fabric. The buyer has the right to purchase the remaining 25% before the end of 1997. – 15-3-1994 Stoneville Enterprises bv (25%), household textiles. – 1-6-1994 Ten Cate Rotomoulding bv (65%), rotary moulded products. – 31-12-1994 Multistiq UK ltd, plastic film. Proposed sale after the balance sheet date: – Ten Cate Advanced Composites bv (75%), components for the aircraft industry and others. Acquisition or establishment – 1-1-1994 Isobox Technologies sa, France, bought by Synbra bv (50%). – 1-1-1994 Bosta UK ltd, England, wholesalers in water dosing systems. – 31-12-1994 Prodireg sarl, France, dealers in geotextiles (from 65 to 84%). 13 Royal Nijverdal - Ten Cate nv Annual Report 1994 14 Personnel & Organization Year end 1994 Year end 1993 Employment trends Number of employees Netherlands United States Other countries 2,039 1,037 824 –– 3,900 2,521 957 682 –– 4,160 The number of employees in the Dutch companies fell by 482. This was caused by the reorganizations started in 1993 and by the disposal of the operating companies Ten Cate Technical Fabrics bv and Ten Cate Rotomoulding bv. The workforce in the United States rose by 80. The increase in the number of employees in other countries is largely accounted for by the holding Synbra bv. Conditions of employment The Collective Labour Agreement (CLA) for the Textile Industry, which covers most of the employees in the Dutch companies, runs from 1-7-1994 to 1-7-1996. General wage increases, each of 0.5%, have been agreed for 1-10-1995, 1-1-1996 and 1-4-1996. The CLA for the Rubber and Plastics Industry has been extended until 1- 7-1995. A general increase of 0.75% as of 1-1-1994 has been agreed. The employees’ share in the profits for 1993, paid out in 1994, amounted to 1.55% of the annual salary. Use was also made of the new statutory save-as-youearn scheme. Representative consultation Consultations with the local works councils, the Central Works Council and the trade unions were held in a frank and constructive atmosphere. During these consultations, particular attention was devoted to the sale of a number of operating companies, the design of a package of terms and conditions of employment specifically tailored for one of the plastics companies, and the change of Ten Cate Nederland’s position into that of a company which has opted out of the state sickness benefit scheme () and has become its own insurer in this regard. For this reason the company has also joined the regional (working conditions) service. The learning organization In this age of rapid change, the qualities of the employees in general and the management in particular are more crucial than ever. The management must be able to approach problems integrally and respond flexibly to change. The group is endeavouring to become a learning organization, in other words an organization with people who are capable of constant adjustment to relatively rapidly changing circumstances. In this learning organization, the best possible utilization of human potential will be increasingly stressed as a strategic success factor. High quality, mobility and flexibility are fundamental concepts in this context. Report of the Executive Board 15 Management Development (MD) scan The key question is whether Ten Cate has the necessary quality in house to be able to operate successfully. The MD scan is an important tool in answering this question. The MD scan is a method we have developed for examining the organization. It sheds light on issues in strategic, organizational and management development. Problem areas in terms of organization and succession are more clearly defined by this scan. Since the results of the MD scan play an important role, human resource management is fully embedded in planning for the future. This means that the learning organization is not simply an ideal, but becomes an objective that can actually be achieved. Performance Appraisal and Career Development (PACD) system The PACD system was continued in 1994. Both the appraisers and those being appraised indicated a need for better guidelines in order to arrive at clear and unambiguous standards for agreed result areas. Staff are constantly being asked to meet more and higher demands and the need for clarity about the performance expected of them is increasing accordingly. The PACD system is currently being tightened up with tools for better standardization, so that agreements about performance can be more clearly quantified. In addition to this, the method of appraisal and remuneration is being assessed with the aid of Human Resource Accounting. New management assimilation programme New managers in the group must learn their way about quickly and efficiently, and an assimilation programme has been developed for this purpose. The objective of the programme is to promote the development of a strong, positive working relationship between a new manager and his staff by means of a series of discussions. The programme is also designed for managers who are transferred or appointed within the group. Meetings were again organized for young managers in the year under review. The first round dealt with the theme of financial management, and the second with strategic management. The active participation of those taking part was sought and obtained by setting assignments. Royal Nijverdal - Ten Cate nv Annual Report 1994 16 Quality Ten Cate has been working on the introduction of integral quality management for some years. In the operating companies, integral quality management is expressed in the quality policy and the quality action plan. Integral quality management goes beyond certification; it means not only that the quality of the products is good and that the processes are controlled, but also that the organization as a whole is in balance and focused on quality. The quality of products and management has again been improved in the past year. Not only because customers attach value to high quality products, but also because increasing international competition has made it inconceivable that a good quality product could come from a company that does not set itself quality standards. In the year under review a great many Ten Cate companies have put in place a quality system that has subsequently been certificated. Environment Under the terms of the Dutch National Environmental Policy Plan, companies have an individual responsibility for implementing environmental policy. This responsibility is usually laid down in covenants and reflected in individual environmental protection systems. The operating companies are also involved in the energy covenant between industry and the Dutch government. The covenant states that by the year 2000 a reduction of 20% in energy intensity relative to 1989 will have been achieved. The plastic processing companies in the packaging sector have endorsed the packaging covenant. The survey of the state of the soil on all Ten Cate’s sites has largely been completed and remediation measures have been taken in many places. Several companies have already introduced an environmental protection system, while in the rest work on similar systems is at an advanced stage. The environmental protection systems and a policy of prevention should ensure that the environmental impact remains controllable and that the companies make an individual contribution to the quality of the environment. Report of the Executive Board Technology 1994 again saw important advances in modern production methods and new production technologies. Improved coordination between design, production and sales also helped to increase productivity. The redesign of the manufacturing process has been a key area of attention in many of the operating companies. Ten Cate does not do any fundamental research. In developing new products and processes the group works with customers, subcontractors, raw materials suppliers, research institutions, innovation centres and design consultants. Although productivity in our operating companies is high, competitiveness in the Netherlands is still under pressure because of the high hourly labour costs. The reduction in the number of hours worked in the past decade and the rise in wage costs over the last few years are the principal causes. Improved competitiveness can only be achieved by reducing the hourly labour costs and cutting down on the number of people deployed; in many cases this can be achieved by redesigning processes. Executive Board F.H. Schreve Chairman H.J. Hesselink J.H.P.L. van de Sanden Almelo, 2 March 1995 17 Royal Nijverdal - Ten Cate nv Annual Report 1994 18 1050 105 5250 900 90 4500 750 75 3750 600 60 3000 450 45 2250 300 30 1500 150 15 750 0 0 0 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 Net turnover Investments Number of employees Textiles + misc. Plastics Rubber Textiles Misc. Plastics Rubber Textiles Misc. Plastics Rubber 70 700 35 60 600 30 50 500 25 40 400 20 30 300 15 20 200 10 10 100 5 0 0 0 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 ’90 ’91 ’92 ’93 ’94 Operating result Invested capital Return on capital Textiles Plastics Rubber Textiles Plastics Rubber Textiles Plastics Rubber Financial highlights per sector 19 In millions of guilders, unless otherwise stated 1994 1993 1992 1991 1990 598.2 0.1 629.4 8.7 633.4 25.0 655.5 28.9 27.5 20.3 19.8 22.5 31.0 22.8 24.5 24.2 22.7 23.3 Invested capital Number of employees (year end) Return on total capital ¹ 409.7 1,956 4.8 396.8 2,300 0.2 430.6 2,445 2.8 449.0 2,459 6.9 455.7 2,841 7.6 Plastics Net turnover Operating result 395.3 28.4 341.2 30.0 346.9 43.1 322.5 44.5 281.5 32.7 23.0 25.2 24.0 21.4 37.1 18.6 33.5 16.2 24.1 12.2 Invested capital Number of employees (year end) Return on total capital ¹ 226.6 1,050 11.2 207.4 1,000 12.5 204.1 1,029 22.2 184.0 917 26.0 153.1 765 24.1 Rubber ² Net turnover Operating result 145.0 15.0 136.3 20.1 122.2 22.3 59.9 9.9 - 12.2 9.5 18.1 8.9 18.3 7.7 4.4 3.1 - 113.6 753 13.4 110.5 711 19.8 93.0 627 26.0 78.5 604 25.2 - (excluding Services and head office) Textiles Net turnover Operating result Investments Depreciation Investments Depreciation Investments Depreciation Invested capital Number of employees (year end) Return on total capital ¹ 1 2 556.4 16.3 - Operating result + earnings of holdings/average balance sheet total. Date of commencement 1-7-1991. See the organization chart inside the front cover for a breakdown of the sectors referred to above. Royal Nijverdal - Ten Cate nv Annual Report 1994 20 Nicolon bv: new extrusion-coating machine Review of operations Advanced Textiles Group Industrial Fabrics Group - Europe Ten Cate Protect bv: protective fabrics Nicolon bv, synthetic fabrics for road-building, civil engineering, the agricultural market and packaging After a very difficult year in 1993, the recovery in the European textile and clothing industry slowly gained momentum. Ten Cate Protect have increased their market share (turnover 5% higher). As a result of the restructuring measures taken in 1993, particularly in the area of personnel costs, the loss in 1994 was significantly reduced. The company’s strong market position in the safety sector (Nomex, Proban, Tecasafe) and in health care (OK fabric, Tecadry) will be expanded by means of product innovation. Permess bv: adhesive interlinings for the clothing industry, coated material for graphics applications Continued concentration on Permess’s core business led to the sale of Perfect Foil bv and Multistiq UK ltd, both of which operate in the plastic film sector. Permess’s sales office in Brussels was closed. The market for interlinings is still subject to worldwide overcapacity. The tight management of working capital and margins enabled Permess to get back into profit in 1994. Sales to China through the Hong Kong branch were depressed by the imposition of import duties. The branches in England and Italy increased their sales. The restructuring of Multistiq bv, which was started in 1993, took shape in the year under review. Better quality products and rapid product innovations resulted in increased turnover. Ten Cate Technical Fabrics bv (25%): canvas and awning fabric 75% of the shares in Ten Cate Technical Fabrics were sold to an investment group at the beginning of 1994. A streamlined organization, drastically reduced costs and a successful expansion of operations have meant that Ten Cate Technical Fabrics made a profit. Uncertainties in the construction market and high water levels at the beginning of 1994 led to the postponement of many infrastructural projects in Northwestern Europe. However, catch-up demand started to make itself felt after the summer vacation. The Far East is becoming an increasingly important market for geotextiles. Sales of products for civil engineering and the agricultural market have improved, whereas the demand for packaging products has remained constant. The operations of Ten Cate Medical were integrated into Nicolon in the fall of 1994. A new extrusioncoating machine (investment 4 million) came on line - likewise in the fall. The holding in the French sales office Prodireg sarl was increased from 65 to 84% at the end of 1994. TtC Polyolefins bv: polypropylene carpet backing and yarns for artificial turf After the radical restructuring in 1993, TtC Polyolefins achieved an impressive turnaround from loss to a satisfactory profit in 1994. The success of the new flat film carpet backing, strong growth in the demand for artificial turf and the cost reductions put in hand in 1993 all contributed to this change. The very much improved quality in conjunction with the reasonable price of the new flat film carpet backing has meant that it is in great demand in the carpet industry. The third flat film extrusion line became operational in November 1994. Ten Cate Advanced Composites bv: fabrics and panels for the aircraft industry and other sectors The situation in the aircraft industry remains gloomy and Ten Cate Advanced Composites consequently again made a loss. Further cutbacks are therefore inevitable. Sales of bullet-proof products, such as armoured car plating, helmets and vests increased. At the end of 1994 agreement in principle was reached on the sale of 75% of Ten Cate Advanced Composites. This transaction had not, however, been completed at the time of writing this annual report. 21 Royal Nijverdal - Ten Cate nv Annual Report 1994 22 Hellenic Fabrics sa/Atlantic Mills ltd: denim fabrics Industrial Fabrics Group - USA Nicolon Corporation: industrial fabrics for the construction, leisure and agricultural markets In the first quarter of 1994 Nicolon Corporation was greatly hampered by the severe wintry conditions in the Central and Eastern United States. This was followed by a strong catch-up demand, boosted by the economic recovery. Turnover rose sharply and manufacturing capacity was unable to cope. After in-depth preliminary studies, in the spring of 1994 it was decided to build a combined non-wovens factory and distribution centre in Jefferson, fifty kilometres to the northeast of Atlanta and close to the existing factories in Cornelia and Elberton. The new factory is scheduled to open in March 1995. The project involved a total investment of $20 million, $8 million of which will be leased. The steep rise in the price of raw materials and a number of liability claims put pressure on profits in the second half of 1994; they nonetheless remained very satisfactory. So that the rapid growth of the company can be better managed, Nicolon Corporation has been split up into two units: – Baycor Products, producing trampoline fabric, swimming pool covers, tennis screens and fabrics for the agricultural market; – Nicolon/Mirafi, producing fabrics and non-wovens for the construction industry and geotextile applications. National Fire Hose inc: high-pressure water hoses National Fire Hose again made a loss in 1994. In the light of the persistently poor situation in the market, the factories in Canada and Columbus, Ohio, were closed down in April 1994. The number of staff fell by more than forty. The transfer of production from Ohio to California proved to be a complex operation and it was not until the end of 1994 that the factory in Compton, Los Angeles, was running smoothly. In part as a consequence of this, the delivery schedule encountered some difficulties. A significant provision has been charged to the 1994 result. Far-reaching measures to limit the continuing losses are being considered. Denim Group Atlantic Mills ltd (50%): denim fabrics The demand for denim tends to go in cycles. From the end of 1992 until mid-1994 there was a satisfactory demand for denim fabrics. During this period Atlantic Mills made satisfactory profits, partly as a result of cost-cutting exercises and the devaluation of the Irish punt in February 1993. In the top segment of the market there was a growing demand for denim made from ring-spun yarns, so an investment was made in a small spinning mill in 1993. In the summer of 1994 there was a turnaround in the market. The demand for denim manufactured from open-end yarns dropped off and prices came under pressure. In the second half of 1994 Atlantic Mills introduced short-time working for a period of three weeks in order to prevent undesirable stockpiling. It has been decided to restructure the organization, which will mean the shedding of a hundred jobs. A provision was made for this at the end of 1994. Despite these concerns, good results from normal operations were achieved in 1994. Hellenic Fabrics sa (49.9%): denim fabrics Hellenic Fabrics uses primarily ring-spun yarns, which produce a type of denim that is currently in great demand. Hellenic Fabrics was floated on the Athens stock exchange on 25 October. The issue, in which 25% additional share capital was put on the market, was heavily oversubscribed and a great success. The proceeds amounted to 22.5 million, and this sum directly benefitted the company itself. The consequence of this floatation was that Ten Cate’s share was reduced to 40%, albeit in a company considerably stronger in financial terms. Hellenic Fabrics’ structurally strong market position led to the desire to increase the holding in the company again. In this connection, shares were bought on the stock exchange until a percentage of 49.9% had been acquired by the end of 1994. The results achieved by the spinning mills Ilios-Ten Cate sa (50%) and Iliotex sa (41.7%) were good, with Iliotex making great strides thanks to a modernized factory. EMAE sa (50%), where raw cotton is processed, again made a profit. The clothing operations Tops sa (50%) and Alexander Fashions sa (50%), including its subsidiary C17 sa, made a loss. Alexander Fashions has meanwhile been closed down, C17 sa has been completely restructured. A decision about the future of Tops will be taken shortly. 23 Royal Nijverdal - Ten Cate nv Annual Report 1994 24 Plasticum bv, plastic holders for air fresheners Packaging Group Plasticum bv: aerosol caps and seals A combination of sharply rising raw materials prices and falling returns meant that Plasticum in Tilburg made a loss in 1994. It was decided to carry out a reorganization, involving among other things the discontinuation of some custom moulding work, a reduction in the workforce and cost cutting. Plasticum UK ltd, which has a better ratio of earnings to costs, achieved a good result. A major factory expansion was completed in 1994. Bandringa Plastics bv was faced with a downturn in sales as a result of cutbacks by a number of major customers. The result remained positive as a result of reductions in the cost price and improvements in the manufacturing process. Preparations were made in 1994 for the marketing of a non-refillable closure for bottles. Ten Cate Mouldings bv: plastic containers up to 35 litres Thanks in part to the high utilization rate of its production equipment, Ten Cate Mouldings again achieved a good result despite the pressure on margins that was felt throughout the packaging industry. It was decided to start production in England on a small scale. Pipe Systems and Trade Group Viplex Groep bv: plastic pipe systems 1994 has been the turnaround year for Viplex. After a radical reorganization, in which the number of employees was considerably reduced, Viplex returned to profit in 1994. The recovery in the construction market means that sales are growing strongly. Part of the steep rise in the prices of raw materials can be passed on in the selling prices. Schinkel Schouten bv: wholesalers in outlet systems for water and air Thanks to the increased demand for building and installation materials, Schinkel Schouten was able to increase sales and improve profits. Bosta bv: international wholesalers specializing in water dosing systems for the agricultural market and industry The very wet weather in the first half of 1994 brought about a significant downturn in sales in the first six months. After the weather changed at the beginning of July, however, demand picked up again so that overall growth was achieved in 1994. The German subsidiary Bevo GmbH in Vlotho has been able to expand its operations significantly thanks in part to the recovery in the construction industry in the east of Germany. The second branch, in Langenau (Bavaria), opened at the beginning of 1995. The situation in the French market (Bosta France sa) continues to give cause for concern, but in England the newly-formed Bosta UK ltd got off to a flying start. The Greek plastics companies Macedonian Plastics sa (29.7%) and Plexaco sa (46.1%) again made losses in 1994. In view of the unsatisfactory trends in both companies, the possibility of reducing the holdings in them is under consideration. A provision has been charged in 1994 to cover this and the interest has been written down in its entirety. 25 Royal Nijverdal - Ten Cate nv Annual Report 1994 26 Isobox Technologies sa: packaging material for the food industry Rollers Group Polystyrene Products Group ENBI group: rubber and plastic components and precision spindles for the transport of paper and toner in copiers, fax machines and printers; rubber rings for sealing pipe systems Synbra bv (50%): building insulation, packaging and horticultural products made mainly from expanded polystyrene foam The office machinery market has changed; growth is currently tending to concentrate in the cheaper faxes and printers segment. This places great pressure on the costs and efficiency of both manufacturers and suppliers. Since a growing share of world production is now taking place in the Far East, it was decided in 1994 to open a new ENBI branch in Singapore. Initially it will concentrate on the stock function, but production and assembly will commence in the course of 1995. ENBI supply their customers not just with components but to an increasing extent with complete sub-systems too, where the customer has the back-up of production technology. This reinforces ENBI’s position as a co-developer and main supplier to major manufacturers of office machines. ENBI’s presence with manufacturing and development capacity in Europe, the United States and Asia is an important factor in this. The businesses involved with rubber seals for water drainage systems are particularly successful in the United Kingdom and Germany. Despite the sharp rise in raw materials prices and the pressure on selling prices Synbra again achieved a good result. Sales of building materials rose again, primarily thanks to product innovations in expanded polystyrene foam which strengthened the company’s market position. There was an increase in volume on the German market as a result of the growth in construction work in the east of Germany, although prices are under pressure. In the year under review expanded polystyrene foam again confirmed its strong position as an insulation material in the construction industry, despite competition from products based on mineral fibres. In the horticultural and packaging sectors, where volume remained satisfactory, the steep rise in the price of raw materials can only be passed on in the selling prices after a significant time-lag. The French packaging company Isobox Technologies sa, a leader in food packaging in France, was taken over in March 1994. A great deal of effort went into a range of environmental aspects, with the emphasis on the reprocessing of plastics. 27 Royal Nijverdal - Ten Cate nv Annual Report 1994 28 Services Ten Cate Infoservice bv (information technology) Ten Cate Consultants bv (training and consultancy) Ten Cate Assurantiën bv (insurance) and are independent staff organizations with profit responsibility. The Gebouwen Exploitatie Maatschappijen (Property Management Companies) manage a significant proportion of the property used by the group in the east of the Netherlands. A study is being carried out in respect of the services needed in the future. Royal Nijverdal-Ten Cate nv Annual accounts 1994 ENBI Corporation, West Henrietta/Rochester (New York), USA: manufacture of precision spindles for office machines 29 Consolidated balance sheet as at 31 December 1994 after distribution of profits 30 In thousands of guilders 1994 1993 Fixed assets Tangible fixed assets Land and buildings Plant and equipment Other operating assets 163,724 146,818 37,725 –– 169,238 156,759 39,436 –– 348,267 Financial fixed assets Holdings Receivables on holdings Other receivables 60,559 11,790 5,584 –– Total fixed assets 365,433 36,656 7,211 1,210 –– 77,933 –– 426,200 45,077 –– 410,510 189,047 189,985 Current assets Inventories Receivables Trade accounts Holdings Other receivables Prepaid assets Securities Cash Total current assets 171,559 1,031 43,792 7,365 –– 158,280 3,982 21,837 8,772 –– 223,747 192,871 185 261 365 –– 413,344 2,709 –– 385,826 –– 839,544 –– 796,336 Consolidated balance sheet as at 31 December 1994 after distribution of profits 31 1994 Equity Issued share capital Share premium Revaluation reserve Legal reserves: retained earnings of holdings Other reserves Undistributed dividend balance Equity Minority shareholders’ interest 83,149 43,772 8,914 58,664 157,157 74 –– 351,730 186 –– Group equity Investment premium equalization fund Provisions Long-term debts 6.75% subordinated convertible debenture loan ¹ Others 1993 81,301 45,444 17,165 55,114 151,675 117 –– 350,816 152 –– 351,916 350,968 4,184 6,697 46,865 41,238 100,000 127,051 –– 100,000 136,459 –– 227,051 Short-term debts Banks and short-term loans Accounts and taxes payable Distribution of profits 1 Forms part of the guarantee capital. 59,327 141,851 8,350 –– 236,459 25,993 126,814 8,167 –– 209,528 160,974 –– 839,544 –– 796,336 Consolidated profit and loss account 1994 32 In thousands of guilders Net turnover Changes in inventories of finished products and work in progress Total operating revenues Raw and auxiliary materials Work contracted out and other external expenses Personnel costs Depreciation Other operating costs Earnings from normal operations before tax Taxes Earnings from normal operations after tax Share in net earnings of holdings Net group profits from normal operations Net profits 1,109,558 1,085,808 13,715 –– 1,123,273 - 8,123 –– 1,077,685 456,984 74,075 294,451 57,910 145,778 –– 1,071,795 –– 51,478 - 16,007 –– 35,471 - 11,093 –– 24,378 5,673 –– 30,051 Operating results Interest Net group profits after extraordinary items Minority shareholders’ interests 1993 498,954 81,539 281,237 59,610 150,455 –– Total operating expenses Extraordinary items Tax on extraordinary items 1994 - 20,000 5,000 –– 1,029,198 –– 48,487 - 19,208 –– 29,279 - 9,189 –– 20,090 5,832 –– 25,922 - 22,000 6,000 –– - 15,000 –– 15,051 4 –– 15,055 - 16,000 –– 9,922 271 –– 10,193 Notes Accounting principles 33 Consolidation The consolidated annual accounts relate to those companies in which the concern has a direct or indirect interest of more than 50%. The data relating to these companies are included in full; the share of third parties in group assets and group profits is reported separately. The joint ventures Synbra bv and Atlantic Mills ltd (both 50%) have been proportionally consolidated. A summary of the most important companies for which the annual data have been incorporated in the group annual accounts is presented in the list Operating companies and holdings as at 31-12-1994, which is given separately in this annual report on the inside back cover. The accounting principles applied to the valuation of the balance sheet and to the determination of the earnings of the operating companies are the same as those used for the parent company. Changes in the structure of the group The structure of the group changed again in 1994. The companies that have been sold are listed on page 13, to which we refer. Foreign exchange Transactions in foreign currencies will be converted at the rate of exchange prevailing on the date of the transaction. Assets and liabilities in foreign currencies will be entered at the rates prevailing on the balance sheet date or at the rate of exchange of the concluded currency contracts. The annual accounts of group companies drawn up in foreign currencies have been converted at the average rate for the year. The balance sheet has been converted at the rates prevailing on the balance sheet date, with the exception of the results. Differences in intrinsic value arising out of this conversion have been incorporated in the equity. currency US dollar German mark British pound French franc Irish punt Greek drachma (100) Goodwill Goodwill paid for companies acquired, in other words the amount by which the purchase price paid upon acquisition of a holding exceeds the intrinsic value, is charged directly to equity. In the case of disinvestments within a few years, the profit is used in the first instance to supplement equity capital with the goodwill charged against it at the time of purchase. That which remains is deemed to be earnings. Tangible fixed assets Tangible fixed assets have been valued at acquisition value less depreciation. The book value of plant and equipment as at 31 December 1994 corresponds approximately to the actual value of these assets. The tangible fixed assets not employed in the manufacturing process relate to disused land, buildings and equipment. These are included at most at a value equivalent to their estimated realizable value. Subsidies and premiums acquired on investments are incorporated in the annual accounts through an equalization fund. Financial fixed assets The valuation of the associated undertakings (from 20 to 50%), in so far as they are not proportionally consolidated, is based on the net assets value of these companies, less any provisions deemed necessary. The participating interests under 20% are valued at acquisition value, but not at more than the assessed or stock exchange value. Inventories The inventories are valued at the historical cost or lower market value. The manufacturing costs have been valued according to the stage of processing. balance sheet 1994 1993 profit & loss account 1994 1993 Receivables Receivables are included at nominal value less provisions deemed necessary in connection with bad debts. 1.74 1.12 2.71 0.32 2.68 1.94 1.12 2.87 0.33 2.74 1.82 1.12 2.78 0.33 2.72 1.86 1.12 2.79 0.33 2.72 Securities Securities are included at acquisition value or at the stock exchange value on the balance sheet date if this is lower. 0.72 0.78 0.75 0.81 Royal Nijverdal-Ten Cate nv Annual Accounts 1994 34 Revaluation reserve The following are entered in this reserve: – changes in the intrinsic value of operating companies and associated companies abroad resulting from changes in the rates of exchange; – other changes in the values of holdings not arising from earnings. Retained earnings of holdings This reserve is created for the joint ventures and holdings, where free disposal of retained earnings is subject to restrictions. Investment premium equalization fund The amounts to be written off under the terms of the Investment Premium Act (WIR) have been added to the equalization fund and will be added to the calculation of earnings in ten years. Other subsidies relating to investments are released in the same period in which they are written off. Provisions The provision for deferred taxes relates to the difference between the economic value of the assets in the annual accounts and the fiscal value thereof. It is calculated on the basis of the applicable tax rate in the country concerned. The provision for reconstructions covers the costs arising out of (proposed) reorganization projects. The other provisions are intended to cover risks resulting from (possible) claims on the company by third parties. Net turnover The net turnover is the revenue from goods and services supplied to third parties, less discounts and any taxes due. Consumption of raw materials The consumption of raw and auxiliary materials is calculated on the basis of historical cost. Depreciation of tangible fixed assets The depreciation of tangible fixed assets is based on the acquisition value and the expected economic life of the asset (as shown below). – Buildings to a maximum of 33 years. – Plant and equipment depending on the economic life, to a maximum of 10 years. Investment premiums released are deducted from the depreciation. Taxation of earnings from normal operations In principle the tax payable on the earnings from ordinary operations and the deferred taxes at the current tax rate in the country concerned are entered under this heading. Share in net earnings of holdings Ten Cate’s share in the net earnings of non-consolidated 20 to 50% associated undertakings is included in the net earnings. Possible adjustments in the valuation of these associated undertakings have been taken into account. Dividends and other proceeds from the participations of less than 20% in the year under review are included in the earnings. Minority shareholders’ interests The share of the profits of operating companies payable to third parties is entered under this heading. Notes Notes to the consolidated balance sheet 35 In thousands of guilders, unless otherwise stated Tangible fixed assets Land, buildings and dwellings Plant and equipment Other fixed assets Prepayments Tangible fixed assets not employed Total 169,238 156,759 30,725 8,627 84 365,433 6,162 40,484 –– 191,081 - 581 10,453 –– 40,597 1,322 4,060 –– 14,009 –– 84 - 1,718 - 991 - - - - 3,365 –– 172,824 - 9,100 –– - 4,824 –– 184,539 - 37,721 –– - 759 –– 38,847 - 14,497 –– 696 –– 13,313 –– –– 84 22 –– - 9,644 –– 409,607 - 61,340 –– 163,724 146,818 24,350 13,313 62 348,267 Book value as at 1 January 1994 Changes resulting from new and discontinued consolidations 822 Investments 11,220 –– 179,636 Disinvestments Currency exchange rate adjustments for operating companies abroad Depreciation (gross) Book value as at 31 December 1994 - 3,447 - - 6,243 66,217 –– 425,407 6,156 The acquisition value and accumulated depreciation of these tangible fixed assets at the end of 1994 are: Acquisition value Cumulative depreciation Book value 261,459 - 97,735 –– 163,724 523,570 - 376,752 –– 146,818 103,446 - 79,096 –– 24,350 13,313 –– 13,313 2,707 - 2,645 –– 62 904,495 - 556,228 –– 348,267 Investments in other fixed assets ( 10.5 million) relate to moulds, means of internal transport, computers and software. As an indication of the current value of land, buildings and dwellings, it should be stated that these may be valued at approximately 205 million. Basis: Netherlands: property tax rating; elsewhere: own assessments. Royal Nijverdal-Ten Cate nv Annual Accounts 1994 36 year end 1994 year end 1993 Financial fixed assets The non-proportionally consolidated holdings have been entered under this heading. The interest in Gamma Holding nv was reduced from 0.7% to nil. The balance sheet value of the item Holdings may be broken down as follows: Associated undertakings from 20 to 50% Participating interests under 20% 60,559 35,677 –– 60,559 979 –– 36,656 Changes in respect of the 20 to 50% holdings Net capital value as of 1 January Disinvestments Acquired holdings after deduction of goodwill or expansion Earnings Dividend payments Various changes in equity Net capital value as of 31 December - 35,677 1,000 47,767 - 11,433 1,818 - 2,258 14,889 –– - 6,231 - 3,097 - 2,403 359 –– 60,559 35,677 The increase in holdings relates to the shares in Hellenic Fabrics bought after floatation on the stock exchange. The various capital transactions result from the implementation of provisions made in the past for the reconstruction of some holdings. Inventories Raw and auxiliary materials Semi-manufactures Finished goods Total inventories 36,143 45,046 107,858 –– 189,047 37,699 39,835 112,451 –– 189,985 year end 1994 year end 1993 Equity See the notes to the company balance sheet on page 44 for the specification of the equity. Minority shareholders’ interests This item refers to the minority shareholders’ interests in a number of smaller holdings. Investment premium equalization fund Balance as of 1 January 6,697 9,153 Changes in the portfolio 608 13 Other changes 175 59 –– –– 5,914 9,081 Available and added to earnings - 1,730 - 2,384 –– –– Balance as at 31 December 4,184 6,697 Provisions Deferred tax liabilities Restructuring Pension liabilities Other provisions 3,835 26,858 11,103 5,069 –– 46,865 3,047 24,443 7,067 6,681 –– 41,238 In 1994 restructuring costs to the amount of 17.6 million have been charged to this provision. These costs relate to redundancies, restructuring and disinvestment of companies. An amount of 20.0 million before tax has subsequently been added to this provision: 5.8 million to cover the costs of redundancies and 14.2 million for restructuring or disposing of companies. The pension claims of most of the Dutch employees have been placed with the company’s pension fund ‘Stichting Pensioenfonds Koninklijke NijverdalTen Cate’ or with the ‘Bedrijfspensioenfonds voor de Textielindustrie’. Notes 37 year end 1994 year end 1993 year end 1994 year end 1993 Subordinated convertible debenture loan (6.75%) 100,000 100,000 The 6.8% loan was taken out with the Algemene Bank Nederland nv and the Amsterdam-Rotterdam Bank nv on 1 June 1988. The interest rate was adjusted in 1993 and will remain fixed until the end of the term in 1998. Repayments are due on 1 December of the years 1989 through 1998 in 10 consecutive annual instalments. Dutch operating companies have taken out mortgages in the amount of 2.2 million as surety. The loans in Irish pounds (Atlantic Mills ltd) have been guaranteed by the two shareholders, DMC and Nijverdal-Ten Cate, each for 50%. The loans abroad by the operating companies are part of an international arrangement the group concluded with the bank. On 28 April 1992 a 6.75% subordinated convertible debenture loan with a nominal value of 100 million was issued. Conversion into Royal Nijverdal-Ten Cate ordinary shares will be possible as of 1 January 1993. The conversion price has now been set at 123.40 per ordinary share of 20.- nominal value. The conversion price will be subject to adjustments as stipulated in the trust deed. The loan may be redeemed at face value in six almost equal terms to fall due on 28 April in the years 1997 up to and including 2002. As of 28 April 1997 Royal Nijverdal-Ten Cate is at all times entitled to redeem the loan in full or in part at a rate which will fall by 1% per annum from 104% (after 28 April 1997) to 100% (after 28 April 2001). Annual payment of interest will be due on 28 April. The cost of placing the loan will be charged to the earnings proportionally to the term of the loan, taking into account conversion or early repayment. Other long-term debts 6.8% loan KNTC 40 million, term 1998 7.1% loan Royal Ten Cate 39 million, term 1999 6.0% loan Atlantic Mills 1.5 million, term 1996 4.2% loan ENBI Rochester 9.8 million, term 2018 6.6% loan, ENBI Indiana 7.7 million, term 2004 5.75% loan ENBI Bevaix 3.1 million, term 2019 Other loans Rental and lease obligations Total 12,000 16,000 67,860 64,990 4,020 4,110 17,052 13,192 13,441 20,671 4,035 8,284 359 –– 127,051 4,399 9,690 3,407 –– 136,459 The repayment commitments for 1995, amounting to 9.8 million have been entered under Short-term debts. Short-term debts Composition of bank debts and short-term loans: Bank credits 49,541 14,071 Repayment in 1995 and 1994 of long-term loans 9,786 11,922 –– –– Total 59,327 25,993 For short-term loans collateral security has been provided to the amount of 0.1 million. Composition of accounts payable and taxes due: Accounts payable 141,730 114,045 Pension fund 310 10,584 Taxes 189 2,185 –– –– 141,851 126,814 Other financial commitments – In respect of negotiated bills: at the end of 1994 bills have been negotiated, with recourse, to the amount of 0.4 million. – In respect of tangible fixed assets: at the end of 1994 tangible fixed assets are on order to the amount of 32.3 million, of which 13.3 million has been paid in advance. Royal Nijverdal-Ten Cate nv Annual Accounts 1994 38 Notes to the consolidated profit and loss account In thousands of guilders 1994 1993 General The profit and loss account of the parent company has been included in the consolidated profit and loss account. Personnel costs Specified as follows: Salaries Social security contributions Total 222,802 58,435 –– 281,237 234,607 59,844 –– 294,451 The social security contributions include an amount of 10.4 million in pension fund costs. The premium discount of the NTC Pension fund amounted to 50.0% in 1994 (1993: 62.5%). Interest Interest received Interest paid Total 3,348 - 19,355 –– - 16,007 2,758 - 21,966 –– - 19,208 Taxation The tax burden of 11.1 million (1993: 9.2 million) increased as a result of higher earnings before taxes. The percentage of the tax burden has not changed. Share in net earnings of holdings Associated undertakings 20 to 50% (not consolidated) 1,818 - 3,097 Participating interests under 20% 3,855 8,929 –– –– Total 5,673 5,832 Earnings in the participating interests under 20% refer in particular to the sale of shares in Gamma Holding. 1994 1993 Turnover by sector The net turnover is broken down as follows: in millions of guilders Textiles Plastics Rubber Services Net turnover 557 395 145 13 –– 1,110 598 341 137 10 –– 1,086 Turnover by sales area The turnover by sales area is specified as follows: in % Netherlands Other EC countries Non-EC Europe United States Other areas 29 40 3 24 4 –– 100 29 41 3 23 4 –– 100 Number of employees Per core business in staff-years: Textiles 1,908 Plastics 1,033 Rubber 740 Services 125 –– 3,806 2,226 977 696 133 –– 4,032 Remuneration of the Executive Board and Supervisory Board The remuneration (including pension costs) of the Executive Board amounted to 2,768 (1993: 2,451). The remuneration of the Supervisory Board amounted to 235 (1993: 276). Cash flow summary 39 In thousands of guilders 1994 1993 Cash flow from operational activities Net profits Depreciation 15,055 59,610 –– Cash flow Change in working capital: Increase/decrease in receivables Increase/decrease in inventories Increase/decrease in short-term debts 10,193 57,910 –– 74,665 - 46,392 - 20,668 17,858 –– 68,103 16,218 6,332 - 13,055 –– - 49,202 –– 25,463 Other changes in the cash flow Share in the earnings of non-consolidated interests Dividend received Dividend paid Changes in provisions Other changes - 1,818 2,258 775 5,968 217 –– 9,495 –– 77,598 3,097 2,371 - 9,713 16,039 330 –– 5,416 –– 30,879 Cash flow from operational activities 11,464 –– 89,062 Cash flow from investment activities Acquisitions and/or deconsolidations Investments in tangible fixed assets Disinvestments in tangible fixed assets Disinvestments in financial fixed assets - 13,579 - 66,217 6,156 979 –– Cash flow from investment activities - 4,453 - 66,626 5,102 2,391 –– - 72,661 - 63,586 Cash flow from financing activities Revenue from long-term debts Redemption of long-term debts Revenue from long-term receivables Payments long-term receivables Revenue from shares issue Cash flow from financing activities Net cash flow Exchange rate and conversion differences relating to funds Increase in funds 24,396 - 19,618 4,190 - 3,768 –– 20,870 - 28,014 6,806 - 3,462 311 –– 5,200 –– - 36,582 - 3,489 –– 21,987 828 –– - 35,754 729 –– 21,258 Notes: The funds in the cash flow summary are composed of banks and short-term loans, cash and securities. The cash flow summary has been drawn up according to the indirect method. Company balance sheet as at 31 December 1994 after distribution of profits 40 In thousands of guilders 1994 1993 Fixed assets Tangible fixed assets Financial fixed assets Consolidated companies Receivables on consolidated companies Other holdings Receivables on other holdings Other receivables 2,113 2,729 241,778 113,941 59,597 9,375 3,350 –– 271,169 128,877 35,378 3,465 –– Total fixed assets 430,154 441,618 Current assets Receivables Consolidated companies Other holdings Other receivables Prepaid assets Cash Total current assets 4,425 26,373 1,262 3,535 688 20,003 1,795 5,218 –– 28,104 –– 37,278 –– 54,125 –– 467,432 495,743 Company balance sheet as at 31 December 1994 after distribution of profits 41 1994 Equity Issued capital Share premium Revaluation reserve Legal reserves: retained earnings of holdings Other reserves Undistributed dividend balance 83,149 43,772 8,914 58,664 157,157 74 –– Investment premium equalization fund Provisions Other provisions 1993 81,301 45,444 17,165 55,114 151,675 117 –– 351,730 350,816 60 122 157 –– 1,157 –– 157 Long-term debts 6.75% subordinated convertible debenture loan ¹ Others 100,000 2,258 –– 1,157 100,000 30,265 –– 102,258 Short-term debts Accounts and taxes payable Distribution of profits 4,877 8,350 –– 5,216 8,167 –– 13,227 –– 467,432 1 Forms part of the guarantee capital. 130,265 13,383 –– 495,743 Company profit and loss account 1994 42 In thousands of guilders Earnings of holdings Other earnings 1994 1993 15,310 255 –– 15,055 10,823 630 –– 10,193 Notes to the company balance sheet 43 In thousands of guilders Tangible fixed assets Book value as at 1 January 1994 Investments Book value of disinvestments Depreciations Book value as at 31 December 1994 Land, buildings and dwellings Plant and equipment Other fixed assets Total 2,004 252 –– 1,752 408 88 –– 320 317 25 301 –– 41 2,729 25 641 –– 2,113 The acquisition value and accumulated depreciation of these tangible fixed assets at year end 1994 are: Acquisition value Cumulative depreciation Book value 3,170 - 1,418 –– 1,752 Financial fixed assets Equity tied up in consolidated companies: Financial fixed assets Intrinsic value Receivables Total as at 31 December 3,560 - 3,519 –– 41 1994 241,778 113,941 –– Current assets Receivables Liabilities Long-term Short-term 1,548 - 1,228 –– 320 8,278 - 6,165 –– 2,113 1993 271,169 128,877 –– 355,719 400,046 4,425 –– 360,144 3,535 –– 403,581 - 2,258 –– - 30,265 –– - 2,258 –– 357,886 - 30,265 –– 373,316 Royal Nijverdal-Ten Cate nv Annual Accounts 1994 44 In thousands of guilders 1994 1993 The changes in the intrinsic value of the consolidated companies are specified as follows: Balance as at 1 January 271,169 282,547 Acquisitions, capital contributions and goodwill paid by operating companies 9,103 625 Disinvestments - 11,495 Revaluations - 1,090 Changes in the exchange rates of foreign currencies - 5,610 1,352 Earnings 12,781 5,444 Dividend paid - 34,170 - 16,459 –– –– Balance as at 31 December 241,778 271,169 Equity capital The nominal capital amounts to 240 million, divided into 6,000,000 ordinary shares with a nominal value of 20,- and 6,000,000 preference shares with a nominal value of 20,-. The issued share capital as at 31 December 1994 amounts to 4,157,429 ordinary shares with a nominal value of 20,-. Balance as at 31 December 81,301 1,848 –– 83,149 79,365 1,846 90 –– 81,301 Option rights Options on ordinary shares in Royal Nijverdal Ten Cate with an option term of five years have been given to a limited number of senior staff. option term ending t/m 24-04-1995 t/m 11-04-1996 t/m 09-04-1997 t/m 04-01-1998 t/m 03-01-1999 Balance as at 31 December 1993 45,444 -1,672 –– 43,772 46,884 -1,661 221 –– 45,444 This share premium is payable tax-free. Revaluation reserve The revaluation reserve refers only to financial fixed assets. Balance as at 31 December 8,914 17,165 The decrease of this provision reflects a decreased value of our operating companies and associated undertakings abroad due to the lower value of US dollar, the Irish punt and the Greek drachma. Cash The cash balance is incorporated in an interest compensation agreement with the bank. Balance as at 1 January Stock dividend Staff options Share premium Balance as at 1 January Stock dividend Staff options 1994 issued options exercise price 6,500 7,500 9,750 7,000 11,000 –– 41,750 102.80 90.50 104.50 69.00 96.40 –– 93.63 (average) Legal reserves: retained earnings of holdings Balance as at 1 January 55,114 53,968 Adjustments for changes in exchange rates of foreign currencies -1,198 -1,943 Share in earnings of holdings, less dividends received 4,748 3,089 –– –– Balance as at 31 December 58,664 55,114 Other reserves Balance as at 1 January 151,675 Plus: – Stock dividend 7,216 – Addition from profits 2,000 – Transfer from revaluation reserves Less: – Writing off goodwill paid - 3,734 – Withdrawal for dividend payment –– Balance as at 31 December 157,157 149,403 6,091 6,552 - 9,371 - 1,000 –– 151,675 Notes to the company balance sheet 45 Other disclosures The company deposited a declaration of liability in accordance with article 403, paragraph 1, clause f of Book 2 of the Dutch Civil Code on behalf of its operating companies in the Netherlands. Declarations of guarantee The company has issued letters of guarantee in the amount of 1.6 million on behalf of the Dutch operating companies as security for these companies’ payment commitments on the balance sheet date; an additional 8.5 million has been given in specific guarantees for consolidated companies abroad. Supervisory Board R.J. Nelissen Chairman J.J.C. Alberdingk Thijm Vice-chairman C.J.A.J.M. van Gestel H.H. van den Kroonenberg J.D. van der Velde F.J. de Wit J.B. Wolters Executive Board F.H. Schreve Chairman H.J. Hesselink J.H.P.L. van de Sanden Almelo, 2 March 1995 Royal Nijverdal Ten-Cate nv 46 Additional data MultiSTiQ bv: multi-printable self-adhesive and thermally adhesive materials for the graphics industry and others. Auditor’s Report 47 We have audited the financial statements of Royal Nijverdal-Ten Cate nv in Almelo for the year 1994. We have conducted our audit in accordance with auditing standards generally accepted in the Netherlands. In our opinion, these financial statements give a true and fair view of the company’s financial position at 31 December 1994 and of the result for the year then ended and also comply with the other Dutch legal requirements for financial statements. Coopers & Lybrand Accountants Hengelo, 2 March 1995 Trustee’s Report 48 To the holders of debentures, convertible into ordinary shares, of the 6 3/4% subordinated convertible debenture loan 1992, per 1997/2002 originally nominal 100,000,000.- chargeable to Royal Nijverdal-Ten Cate nv. In conformity with the provisions of article 11, paragraph 2 of the trust deed of 28 April 1992, we report on our work in the financial year ending 31 December 1994. 1. The trust deed of this debenture loan was executed on 29 April 1992 before the notary N.M.J. Damen in Amsterdam. 2. The conversion price per ordinary share of 20.- nominal value amounted to 123.40 as at 31 December 1994. 3. In the course of the year under review, no debentures were offered for conversion. 4. The outstanding amount of the loan as at 31 December 1994 amounted to 100,000,000.Nederlandsche Trust-Maatschappij bv O.B. Linker A.Th.J.M. Eltink Amsterdam, 12 January 1995 Stichting Preferente Aandelen Koninklijke Nijverdal-Ten Cate 49 In 1988 the company concluded an agreement with the ‘Stichting Preferente Aandelen Koninklijke Nijverdal-Ten Cate’ to issue a number of preference shares such that the ‘Stichting’, having taken said shares, will be the holder of half of the (increased) share capital. The board of the ‘Stichting’ which decides on exercising the voting rights with regard to the preference shares, is now composed as follows: A.G. van Leersum Chairman J.J.C. Alberdingk Thijm I.A.C. van Haren C.A. Smal J.D. Visser In the opinion of the company and of the board of the ‘Stichting’, the ‘Stichting’ is independent of the company as referred to in Appendix X of the securities regulations. Provisions of the articles of association relating to distribution of profits 50 Article 28 2 With the approval of the Supervisory Board, the Executive Board is authorized to determine the part of the profit that will be reserved. 3 From the sum remaining, after reserves as referred to in paragraph 2 of this article have been reserved, a dividend will be paid, if possible, to the preference shareholders at a rate of one and a half percent above the average renewal rate fixed by the Vereniging voor de Effectenhandel during the previous year. The dividend is calculated over the paid-up part of the nominal sum. 4 Thereafter, if possible, a primary dividend of five percent of the issued ordinary share capital will be paid to the holders of ordinary shares. 5 The sum then remaining, less the share in the profit allocated to the Supervisory Board, is at the disposal of the annual general meeting of shareholders, with the proviso that the preference shareholders shall not receive any payment from this sum. 6 Distribution of profits may only take place in as far as the equity of the company exceeds the amount of the paid-up and called-in part of the issued capital plus the legal reserves. Proposed distribution of profits 51 In thousands of guilders Net profit Withdrawn from or added to the other reserves in accordance with article 28, paragraphs 6 and 2 respectively of the articles of association Added on balance to the reserve for retained earnings of holdings Payment of 5% dividend to holders of ordinary shares in accordance with article 28, paragraph 4 of the articles of association ¹ Supervisory Board’s share in the profits in accordance with article 23, paragraph 9 of the articles of association Undistributed dividend balance A˚P˚ 5% dividend to holders of ordinary shares in accordance with article 28, paragraph 5 of the articles of association (1993: 5% dividend) ¹ Undistributed dividend balance at year end, transferred to the relevant account 1 1993: in the case of full dividend taken in cash. 1994 1993 15,055 10,193 - 2,000 –– 13,055 1,000 –– 11,193 - 4,748 –– 8,307 - 3,089 –– 8,104 - 4,157 –– 4,150 - 4,065 –– 4,039 35 –– 4,115 117 –– 4,232 37 –– 4,002 180 –– 4,182 - 4,158 –– 74 - 4,065 –– 117 Minority Interest Disclosure Act 52 The disclosure, known to Royal Nijverdal-Ten Cate nv on 10 March 1994, pursuant to Minority Interest Disclosure Act, relates to: Aegon Securities nv 8.52% Operating companies and holdings as at 31 December 1994 Textiles Advanced Textiles Group Ten Cate Protect bv Nijverdal Fabrics for work clothing, uniforms and safety clothing Permess bv Goor Permess UK ltd Prudhoe, England Permess Italia spa Florence, Italy Permess Interlinings Hong Kong ltd Interlinings for the clothing industry MultiSTiQ International Coating bv Goor Self-adhesive and thermo-adhesive materials for the graphics industry Ten Cate Technical Fabrics bv (25%) Nijverdal Canvas, cloth for awnings; commissioned finishing Denim Group Atlantic Mills ltd (50%) Longford, Ireland Denim fabrics Hellenic Fabrics sa (49.9%) Thessaloniki, Greece Denim fabrics EMAE sa (50%) Thessaloniki, Greece Raw cotton processing Ilios-Ten Cate sa (50%) Thessaloniki, Greece Ring-spun yarns Iliotex sa (41.7%) Thessaloniki, Greece Ring-spun, combed and twisted yarns Tops sa (50%) Thessaloniki, Greece Manufacture and printing of tricot shirts Evrotex sa (50%) Thessaloniki, Greece Trading company Industrial Fabrics Group - Europe Nicolon bv Almelo Fabrics for civil engineering, agriculture, horticulture and industrial applications Prodireg sarl (84%) Chambéry, France Trading company in geotextiles TtC Polyolefins bv Nijverdal Polypropylene fabrics for the carpet industry; artificial turf yarns Ten Cate Advanced Composites bv Nijverdal Components for aircraft manufacture, sporting goods and industrial applications Industrial Fabrics Group - USA Royal Ten Cate USA inc Delaware, Maryland Subsidiary holding company for the USA Nicolon Corporation Atlanta, Georgia Baycor Cornelia, Georgia Fabrics for horticulture and for the recreational market Nicolon/Mirafi inc Atlanta, Georgia Civil engineering fabrics and non-wovens National Fire Hose inc Los Angeles, California Fire hoses and hoses for industrial use The companies listed in this review have been consolidated in the annual accounts. The joint ventures Synbra Unie and Atlantic Mills have been partially consolidated. Some holdings of minor importance to the overall picture have been omitted from this review, in accordance with article 379, paragraph 3, Book 2 of the Dutch Civil Code. The companies are wholly-owned, unless otherwise stated. Plastics Rubber Packaging Group Rollers Group Plasticum bv Tilburg Aerosol caps Plasticum UK Derby, England Aerosol caps Combi Plastic bv Rijen Plastic packaging Bandringa Plastics bv Ede Plastic injection moulded products for the packaging industry and for technical purposes Noreco bv i.o. (50%) Deventer Non-refillable closures Ten Cate Mouldings bv Oldenzaal Blow-moulded containers Pipe Systems and Trade Group Viplex Groep bv Nijverdal Plastic pipe systems, fittings for outdoor lighting Agubat sa (49%) Lille, France Trading and production/assembly company Schinkel Schouten bv Waddinxveen Technical trading company for industry and construction Bosta bv Veghel Technical trading company for industry, agriculture and horticulture Bevo GmbH Vlotho, Germany Technical trading company for industry, agriculture and horticulture Bosta France sa Nantes, France Technical trading company for industry, agriculture and horticulture Bosta UK ltd Wisbech Cambs, United Kingdom Technical trading company for industry, agriculture and horticulture Macedonian Plastics sa (29.8%) Thessaloniki Greece Plastic pipe systems Plexaco sa (46.1%) Athens, Greece Reinforced flexible plastic hoses Polystyrene Products Group Synbra bv (50%) Wijchen Building panels, insulation and packaging material, primarily of rigid polystyrene foam ENBI International bv Nuth Subsidiary holding company for the ENBI group ENBI Nuth bv Nuth ENBI Corporation West Henrietta/Rochester, New York, USA ENBI Indiana inc Shelbyville, Indiana, USA ENBI sa Bevaix, Switzerland ENBI Singapore pte ltd Singapore Components for office equipment ENBI Ireland ltd Portlaoise, Ireland Seals for plastic pipe systems Ermex Tools bv Reuver Moulds for rubber and plastics Services Property Management Company Almelo Centrum bv Almelo Doldebleek bv Nijverdal Finigoor bv Goor Gebemca bv Almelo Gelderold bv Oldenzaal Meijwint bv Winterswijk Nijverdal Noord bv Nijverdal Sluytersveld bv Almelo Spabor bv Borne Twedam bv Ootmarsum Ten Cate Consultants bv Almelo Consultancy for developing countries, etc. Ten Cate Infoservice bv Almelo Information technology Ten Cate Assurantiën bv Almelo Insurance services CEC Technoservice bv (25%) Almelo Installations Ten Cate Nederland bv Almelo Subsidiary holding company for the Dutch holdings Colofon 2 Operating Companies and Holdings Design: Vormgeversmaatschap Harsta, Crouwel. bNO. Almelo. Cover photograph: SmitSet, Almelo. Printing: Lochemdruk, Lochem. Lithography: Scan 4, Enschede. Photographs in the Netherlands: SmitSet, Almelo. Translation: Gerner TextTeam, Huizen Royal Nijverdal-Ten Cate nv Annual Report 1994