ACCELL GROUP NV FITFOR A | ANNUAL REPORT 2013 REPORT ANNUAL HEALTHY FUTURE ANNUAL REPORT 2013 Accell Group N.V. P.O. Box 435, 8440 AK Industrieweg 4, 8444 AR Heerenveen, The Netherlands T +31 (0)513 638 703 F +31 (0)513 638 709 www.accell-group.com Colophon Text: Accell Group - Heerenveen - The Netherlands Citigate First Financial - Amsterdam - The Netherlands Design, lay-out and co-ordination: Boerma Reclame - Gouda - The Netherlands Production and distribution: Schefferdrukkerij - Dordrecht - The Netherlands ©Accell Group N.V., Heerenveen, The Netherlands, 2014 CONTENTS Accell Group at a glance 4 Our brands 6 Global presence 12 Key figures 15 Introduction 17 Mission, strategy and objectives 21 Explanation of strategic premises 23 Composition of the Board of Directors 27 Report of the Board of Directors 28 Society and the environment 35 Cycling, a healthy business 53 Cycle of activities 59 Corporate governance 67 Risks and risk management 75 Composition of the Supervisory Board 85 Report of the Supervisory Board 87 Shareholders information and investor relations 93 Financial Statements 2013 97 Consolidated balance sheet 98 Consolidated income statement 101 Consolidated statement of comprehensive income 102 Consolidated cash flow statement 103 Consolidated statement of changes in equity 105 Notes to the consolidated financial statements 106 Notes 120 Company balance sheet as at 31 December 156 Company income statement 157 Notes to the company balance sheet 158 Other information 163 Historical summary 166 Addresses 168 Colophon 173 This is a translation of Accell Group N.V.’s Annual Report 2013, prepared in the Dutch language and in accordance with Dutch law. By the event of any difference in interpretation, the Dutch ACCELL GROUP NV | ANNUAL REPORT 2013 | FIT FOR A HEALTHY FUTURE version of the Annual Report shall prevail. 2 ACCELL GROUP NV | ANNUAL REPORT 2013 | FIT FOR A HEALTHY FUTURE 3 REPORT ANNUAL ACCELL GROUP AT A GLANCE Market leader and global player in bicycles Accell Group is active in the markets for bicycles, bicycleparts and accessories and fitness equipment in the mid-range and higher (premium) market segments. The company sells its products in more than 70 countries across the world. Accell Group is the market leader in Europe and ranks among the top five players in North America. In Europe, Accell Group ranks among the top players in virtually all key cycling nations. The portfolio includes a broad mix of well-known national and international top brands that both stand out as individual brands and complement each other thanks to with their chosen positioning, brand identity and focused target group approach. In 2013, Accell Group sold more than 1.8 million bicycles worldwide. Accell Group realised revenues of D 849 million in 2013. Varied range is an effective response to trends in society Accell Group wants to be a trendsetter in the development of sustainable consumer products related to mobility for short distance travel, fitness and active leisure activities. The group’s product range in bicycles and fitness equipment is varied, suited to all ages, suitable for daily use, for leisure activities or for (top) sports purposes. The products are a perfect match for the steadily growing consumer interest in a healthier lifestyle, more exercise, healthy aging, environmental issues and lifestyle choices, not to mention the desire to stand out. The bicycle is also increasingly seen as a good alternative for short car trips, such as commuting between home and work, and as a way to reduce the use of cars in city centres. The introduction in 2003 of the second generation of electrically-assisted bicycles by Accell Group subsidiary Sparta, plus the growing popularity of the e-bike in cycling nations such as the Netherlands and Germany is a perfect example of how bikes can be an excellent solution to specific mobility issues. Focus on added value and growth Accell Group focuses exclusively on the top half of the market and develops and markets high-quality and innovative branded products that meet the highest standards in design, comfort and service. The company provides specialist retailers with intensive support through various channels, which enables them to provide the highest possible levels of advice, personal attention and service to their own customers. Consumers buy Accell Group products primarily via the specialist retailers’ stores and webshops. This business model creates clear and recognisable added value. It is the key to Accell Group’s ambition to realise growth by strengthening its current top positions and by developing new, leading market positions in other countries. 4 Flat organisational structure boosts enterprising corporate culture Accell Group has a flat organisational structure in which subsidiaries operate with a relatively high level of operational autonomy, especially in terms of their positioning in their own markets. At the same time, the overall strategy is determined jointly with the holding company. The end result is an enterprising and corporate culture, with the entire group constantly working on innovation, design, brand experience and an active online and offline approach to the market. The holding company determines the group strategy and supports the subsidiaries with issues such as treasury, financial control, business development and supply chain. The holding also plays a coordinating role in marketing initiatives, product development and production planning. The reciprocal exchange of best practices in these areas, together with the use of each other’s sales and distribution channels, makes a contribution to the ongoing improvement of operating processes, to boosting commercial effectiveness and the realisation of synergies in a wide range of areas. The subsidiaries employ around 2,900 people in 18 countries across the world, and in five countries they have their own secondary manufacturing facilities for the assembly and painting of bicycles. Stock exchange listing encourages transparency and provides access to capital The Accell Group share has been listed since 1998 and is traded on the NYSE Euronext Amsterdam stock exchange. The listing increases the transparency of our management and operations and provides access to capital to finance growth. From 24 March 2014 the Accell Group share is included in the Midcap index (AMX) of Euronext Amsterdam. 24,7% The Netherlands 72,7% Bicycles 23,8% 24,8% Parts and Germany accessories Accell Group turnover Accell Group turnover by country 32,0% Rest of Europe by product 2,5% Fitness 2013 2013 15,1% North America 4,4% Other countries ACCELL GROUP NV | ANNUAL REPORT 2013 | FIT FOR A HEALTHY FUTURE 5 REPORT ANNUAL OUR BRANDS www.batavus.nl Batavus (1904) has been around for more 110 years and is considered one of the strongest, best known and most innovative Dutch brands. Batavus makes extremely comfortable and durable high-quality bicycles for a broad user-base, but also designs smart and useful innovations that make cycling safer and more fun. www.koga.com Koga (1974) is a Dutch brand that stands for top quality sporty bikes, with products aimed at passionate cyclists. The Koga Research & Development team and the Quality Center are the driving forces behind the company’s exceptional dedication to innovation and quality. All Koga bikes are hand-made by dedicated specialists. www.sparta.nl Sparta (1917) is the pioneer in electrically-assisted bicycles and market leader in e-bike innovations in the Netherlands. Sparta works continuously on technology-driven product development, while simultaneously exploring new target groups and new market segments for e-bikes. Sparta’s e-bikes are part of an eye-catching city-bike collection targeting the mid and higher-range segment of the market. www.loekie.nl Loekie (1980) produces the best-looking and safest bicycles for children between three and seven years of age. Whether we’re talking cool bikes for boys or a pink bike fit for a princess, we always provide A-quality at a reasonable price. www.winora.de Winora (1914) has been a household name in Germany for almost a century as a maker of bicycles for the whole family, from the smallest children’s bike to a sporty trekking bike right through to the latest in electrically-assisted models. Winora bikes are modern, top quality and durable. 6 www.staiger-fahrrad.de Staiger (1898) is a trendsetter in the fast-growing market for lightweight bicycles in the trekking and touring segment. The well-known Staiger brand is aimed primarily at demanding consumers who set great store by comfort and top quality. www.haibike.de Haibike (1995) produces sporty bikes, including a collection of e-performance models defined by ground-breaking design and innovation. The product range varies from sports bikes for beginners to top-quality professional racing bikes, together with special-purpose racing and mountain bikes for downhill, free ride and cross-country cycling. www.ghost-bikes.com The trendsetting bicycles produced by Ghost (1993) stand out thanks to their innovative technologies and come complete with small but striking details. The German brand’s name recognition has been boosted by the successes of the Ghost Factory Racing Team and the Ghost AMR competition. www.cycles-lapierre.fr Lapierre (1946) stands for top sporting performances, top quality and ground-breaking innovations with French panache. The Pro Tour Road Team and a World Cup DH Team have been hugely successful riding Lapierre bicycles. The Lapierre bike makers have proven their immense technical know-how with the development of the Overvolt e-bike models. The Lapierre brand stands for a lifestyle driven by passion and performance, both on the road and off-track. www.redlinebicycles.com Redline Bicycles (1974) is a leading brand in the off-road sports bikes segment. The brand manufactures technically advanced models for the BMX, cyclo cross and mountain bike segments. Redline also has a large range of popular parts and accessories for the BMX enthusiast.