SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
(Check One)
[ ] Registration statement pursuant to Section 12 of the Securities Exchange
Act of 1934
or
[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934
For fiscal year ended: SEPTEMBER 30, 2002
Commission File number: NO. 1-14242
ROYAL GROUP TECHNOLOGIES LIMITED
(Exact name of registrant as specified in its charter)
CANADA
(Province or other jurisdiction of incorporation or organization)
3084, 3087, 3089
(Primary standard industrial classification code number, if applicable)
NOT APPLICABLE
(I.R.S. employer identification number, if applicable)
1 ROYAL GATE BOULEVARD
WOODBRIDGE, ONTARIO
L4L 8Z7
(905) 264-0701
(Address and telephone number of registrant's principal executive office)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NEW YORK 10011
U.S.A.
(212) 894-8700
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange
on which registered:
SUBORDINATE VOTING SHARES NEW YORK STOCK EXCHANGE
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
NOT APPLICABLE
For annual reports, indicate by check mark the information filed with this form:
[X] Annual Information Form [X] Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
<Table>
SUBORDINATE VOTING SHARES 77,282,173
</Table>
Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the registrant in connection with such rule.
Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13(d) or 15(d) of the Exchange Act during the
proceeding 12 months (or for such shorter period that the registrant has been
required to file such reports); and (2) has been subject to such filing
requirements in the past 90 days.
Yes [X] No [ ]
ROYAL GROUP TECHNOLOGIES LIMITED
FISCAL 2002
ANNUAL INFORMATION FORM
DATE: FEBRUARY 14, 2003
TABLE OF CONTENTS
ITEM 1. COVER PAGE -
ITEM 2. INCORPORATION AND ORGANIZATION 1
(1) Royal Group Technologies Limited 1
(2) Subsidiaries 1
(3) Organizational Issues 6
ITEM 3. GENERAL DEVELOPMENT OF THE BUSINESS 6
(1) Glossary of Technical Terms 6
(2) Financial Terms 7
(3) Development 7
ITEM 4. DESCRIPTION OF THE BUSINESS 9
(1) Overview 9
(2) The Products Segment 13
(3) Support Segment 19
(4) Competition 21
(5) Other Disclosures 22
ITEM 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION 28
(1) Annually 28
(2) Quarterly 29
(3) Dividend Policy 31
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS 31
(1) RESULTS FROM OPERATIONS 32
(2) LIQUIDITY AND CAPITAL RESOURCES 38
(3) RISKS AND UNCERTAINTIES 42
(4) CRITICAL ACCOUNTING POLICIES 43
(5) OUTLOOK 44
ITEM 7. MARKET FOR SECURITIES 44
ITEM 8. DIRECTORS AND OFFICERS 46
ITEM 9. ADDITIONAL INFORMATION 49
Unless otherwise specified, this document presents information as at September
30, 2002.
Unless the context otherwise requires, all references to "Royal" and the "Group"
include Royal Group Technologies, its subsidiaries and wholly and partially
owned entities and unless otherwise expressly indicated, all references to "$"
or "dollars" are to Canadian dollars.
-i-
ROYAL GROUP TECHNOLOGIES LIMITED
ITEM 2. INCORPORATION AND ORGANIZATION
(1) ROYAL GROUP TECHNOLOGIES LIMITED ("Royal" or the "Group") was amalgamated
under the Canada Business Corporations Act on November 25, 1994 by the
amalgamation of Steelwood Acquisition Inc. and Royal Plastics Group Limited,
which were incorporated under the Canada Business Corporations Act on September
26, 1994. The name of the corporation was changed to Royal Group Technologies
Limited on February 14, 1997. Royal's authorized share capital consists of an
unlimited number of First and Second Preferred Shares, an unlimited number of
Multiple Voting Shares and an unlimited number of Subordinate Voting Shares, of
which 15,935,444 Multiple Voting Shares and 77,282,173 Subordinate Voting Shares
were outstanding as of September 30, 2002. Royal filed articles of amendment on
November 29, 1994, to amend and provide for the current rights, privileges and
restrictions attaching to its First and Second Preferred Shares and Multiple and
Subordinate Voting Shares.
Royal's head office is located at 1 Royal Gate Boulevard, Woodbridge, Ontario,
L4L 8Z7. Corporate offices can be reached by telephone and fax at the following
numbers:
Phone: (905) 264-0701 Fax: (905) 264-0702
(2) SUBSIDIARIES
Royal together with its subsidiaries and wholly and partially owned entities
conducts its business under two operating segments: the Products Segment and the
Support Segment.
The Products Segment is comprised of 56 wholly-owned or joint-ventured
businesses. The Support Segment is comprised of 14 wholly or joint-ventured
owned businesses. The businesses are located primarily in Canada and the United
States of America ("U.S.A.") with international operations in Mexico, South
America, Europe and Asia. Royal typically enters into strategic joint venture
arrangements with local partners in respect of its international operations to
gain access to local industry expertise and share related business risks.
The Products Segment is comprised of the following product lines:
(i) Home Improvement Products, which primarily consist of extruded PVC
products, including window and door profiles, decorative mouldings,
siding and roofing. These products are primarily sold to fabricators
and building product distributors in the U.S.A. and Canada and are
oriented to the renovation trade.
(ii) Consumer Products, which consist of a broad range of extruded and
injection molded products including window coverings, outdoor storage
solutions, fencing, decking, gazebos, housewares and furniture. These
products are sold primarily to homeowners through retail home
improvement chain stores in the U.S.A. and Canada.
1
(iii) Construction Products, which consist of pipe and fitting systems, as
well as commercial doors. These products are distributed primarily
through a network of distributors and contractors in the U.S.A. and
Canada to the new construction sector of the market.
(iv) Royal Building Systems and Foreign Operations, which include
components of Royal Building Systems(TM) sold throughout the world,
and other building products, manufactured by foreign operations and
sold in conjunction with the Systems or alone.
The Support Segment is composed of a series of activities, which are primarily
supplied to the Products Segment, to facilitate superior customer service, rapid
product development and a low cost structure. The activities of the Support
Segment include:
(i) Materials manufacture, which involves production of PVC resin,
chemical additives, compounding and recycling. In addition, a wide
variety of post-industrial waste materials are recycled into usable
raw materials, utilizing proprietary RoyalEco(TM) technology.
(ii) Machinery development and manufacture, which involves extrusion
equipment, tooling and computerized material handling systems.
(iii) Services, which include distribution, research and development and
property management services provided to the Group.
There are no restrictions preventing capital from being transferred to Royal
Group Technologies Limited from its subsidiaries and wholly and partially owned
entities, with the exception of the exchange controls of certain countries.
(a) Products Segment Subsidiaries
The following is a list of Royal's subsidiaries carrying on the business of the
Products Segment as of September 30, 2002, including their jurisdiction of
incorporation and the percentage of their voting and non-voting securities owned
by Royal or over which Royal exercises control or direction:
PERCENT OWNERSHIP PERCENT OWNERSHIP
JURISDICTION OF OF VOTING OF NON-VOTING
SUBSIDIARY INCORPORATION SECURITIES SECURITIES
- ---------------------------------------------------------------------------------------------------------------------
HOME IMPROVEMENT PRODUCTS
- ---------------------------------------------------------------------------------------------------------------------
CUSTOM PROFILES
- ---------------------------------------------------------------------------------------------------------------------
Candor Plastics Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Crown Plastics Extrusions Corporation Ontario 100% N/A
- --------------------------------------------------------------------------------------- -----------------------------
Custom Window Extrusions, Inc. Pennsylvania 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Dominion Plastics Inc. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Dynast Plastics Limited Manitoba 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
RoyCom Limited Manitoba 60% N/A
- ---------------------------------------------------------------------------------------------------------------------
Imperial Plastics Extrusions Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
2
PERCENT OWNERSHIP PERCENT OWNERSHIP
JURISDICTION OF OF VOTING OF NON-VOTING
SUBSIDIARY INCORPORATION SECURITIES SECURITIES
- ---------------------------------------------------------------------------------------------------------------------
King Extrusions Limited Washington 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Majestic Plastics Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Quebec Custom Limited
- - Montreal PVC Division Quebec 100% 100%
- - Industrial Plastics Division
- ---------------------------------------------------------------------------------------------------------------------
Pillar Plastics Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Regal Plastics Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Crown Limited Indiana 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Decor Limited Ontario 70% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Deluxe Profiles Limited Ontario 55% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Extrusions Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Sierra Extrusions, Inc. Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Thermoplast Inc. Quebec 100% 100%
- ---------------------------------------------------------------------------------------------------------------------
Ultimate Plastics Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Marley Mouldings Limited Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
EXTERIOR CLADDING
- ---------------------------------------------------------------------------------------------------------------------
American Buildings Product Corporation Massachusetts 80% N/A
- ---------------------------------------------------------------------------------------------------------------------
Boncor Building Products Inc. Canada 100% 100%
- ---------------------------------------------------------------------------------------------------------------------
Produits de Batiment Residentiel Inc.
- - Beta Co. Quebec 100% N/A
- - Bonhomme Building Products
- ---------------------------------------------------------------------------------------------------------------------
Royplast Limited
- - Royalguard Vinyl Co. Division
- - Roytec Vinyl Co. Division Ontario 100% 100%
- - Royal Building Products Division
- ---------------------------------------------------------------------------------------------------------------------
Royal Group Sales (USA) Limited Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
CONSUMER PRODUCTS
- ---------------------------------------------------------------------------------------------------------------------
WINDOW COVERINGS
- ---------------------------------------------------------------------------------------------------------------------
Advanced Profiles, S.A. de C.V. Mexico 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Window Coverings (Canada) Inc. Canada 100% 100%
- ---------------------------------------------------------------------------------------------------------------------
Royal Window Coverings Ltda. Brazil 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Window Coverings (USA) L.P. Texas 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Novo Europe B.V. Netherlands 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
HOUSEWARES AND FURNITURE
- ---------------------------------------------------------------------------------------------------------------------
Royal Alliance Inc. Ontario 60% N/A
- - Gracious Living Industries Division
- - Royal Injection Division
- ---------------------------------------------------------------------------------------------------------------------
OUTDOOR PRODUCTS
- ---------------------------------------------------------------------------------------------------------------------
Royal Outdoor Products, Inc. Ontario 100% N/A
- - Royal Structures Division
- - Prince Plastics Division
- ---------------------------------------------------------------------------------------------------------------------
CONSTRUCTION PRODUCTS
- ---------------------------------------------------------------------------------------------------------------------
PIPE
- ---------------------------------------------------------------------------------------------------------------------
Plastic Trends, Inc. Michigan 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Flex-Lox Pipe Limited Ontario 100% 100%
- ---------------------------------------------------------------------------------------------------------------------
Le-Ron Plastics Inc. Canada 75% N/A
- ---------------------------------------------------------------------------------------------------------------------
3
PERCENT OWNERSHIP PERCENT OWNERSHIP
JURISDICTION OF OF VOTING OF NON-VOTING
SUBSIDIARY INCORPORATION SECURITIES SECURITIES
- ---------------------------------------------------------------------------------------------------------------------
Royal Pipe Systems Limited Ontario 100% 100%
- - Royal Pipe Co. Division
- - Fabtech Co. Division
- - Royal Quickstop Fireprotection Systems Co.
Division
- ---------------------------------------------------------------------------------------------------------------------
COMMERCIAL DOORS
- ---------------------------------------------------------------------------------------------------------------------
Baron Metal Industries Inc. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Patio Doors Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
ROYAL BUILDING SYSTEMS AND FOREIGN OPERATIONS
- ---------------------------------------------------------------------------------------------------------------------
NORTH AMERICA
- ---------------------------------------------------------------------------------------------------------------------
Royal Building Systems (Cdn) Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Concrete Encased Technologies Inc. Ontario 75% N/A
- ---------------------------------------------------------------------------------------------------------------------
MEXICO
- ---------------------------------------------------------------------------------------------------------------------
Royal Building Systems De Mexico, S.A. de C.V. Mexico 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Tech Mexico, S.A. de C.V. Mexico 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
SOUTH AMERICA
- ---------------------------------------------------------------------------------------------------------------------
Royalco S.A. Colombia 50% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Group Technologies del Sur S.A. Argentina 88% N/A
- ---------------------------------------------------------- ------------------- --------------------------------------
Trevisur S.R.L. Argentina 88% N/A
- ---------------------------------------------------------------------------------------------------------------------
Sistemas Royaltel S.A. Argentina 66% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Do Brasil Technologies S.A. Brazil 88% N/A
- ---------------------------------------------------------------------------------------------------------------------
POLAND
- ---------------------------------------------------------------------------------------------------------------------
Royal-Bud Sp.zo.o. Poland 72% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Development Sp.zo.o. Poland 80% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Europa Sp.Zo.o. Poland 80% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Hurt, Sp.Zo.o Poland 80% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Hurt Lodz Poland 71.1% N/A
- ---------------------------------------------------------------------------------------------------------------------
PACIFIC
- ---------------------------------------------------------------------------------------------------------------------
Royal Building Systems (Shanghai) Limited China 85% N/A
- ---------------------------------------------------------------------------------------------------------------------
Shanghai Royal Real Estate Limited China 68% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Systems Hawaii, Inc. Hawaii 100% N/A
- -------------------------------------------------------------------------------- ------------------------------------
Royal Building Systems (Philippines) Limited Philippines 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
(b) Support Segment Subsidiaries
The following is a list of Royal's subsidiaries carrying on the business of the
Support Segment as of September 30, 2002, including their jurisdiction of
incorporation and the percentage of their voting and non-voting securities owned
by Royal, or over which Royal exercises control or direction:
4
PERCENT OWNERSHIP PERCENT OWNERSHIP
JURISDICTION OF OF VOTING OF NON-VOTING
SUBSIDIARY INCORPORATION SECURITIES SECURITIES
- ---------------------------------------------------------------------------------------------------------------------
MATERIALS
- ---------------------------------------------------------------------------------------------------------------------
Royal Polymers Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Reagens Canada Ltd. Ontario 100% 100%
- ---------------------------------------------------------------------------------------------------------------------
Reagens Inc. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Plastics Inc. Ontario 100% 100%
- - Royal Dynamics Co. Division
- - Royal Ecoproducts Co. Division
- - Royal Global Co. Division
- - Royal Group Resources Co. Division
- - RoyalBond Co. Division
- - Royal Foam Co. Division
- - Royal Composites Co. Division
- - Ferrato Custom Molding Co. Division
- ---------------------------------------------------------------------------------------------------------------------
MACHINERY & TOOLING
- ---------------------------------------------------------------------------------------------------------------------
Amut S.p.A. Italy 74% N/A
- ---------------------------------------------------------------------------------------------------------------------
Ariostea S.p.A. Italy 54% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Machine Manufacturing Ltd. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Tooling Limited Ontario 60% N/A
- ---------------------------------------------------------------------------------------------------------------------
Vinyltech Inc. Ohio 80% N/A
- ---------------------------------------------------------------------------------------------------------------------
SERVICES
- ---------------------------------------------------------------------------------------------------------------------
Roadex Transport Ltd. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Capital Stamping & Tooling Ltd. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Roybridge Investments (U.S.A.) Limited Delaware 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Martingrove-Steeles Properties Limited Ontario 75% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Realty S.A. de C.V. Mexico 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
(c) Non-operating Companies
The following is a list of Royal's subsidiaries that are non-operating companies
as of September 30, 2002, including their jurisdiction of incorporation and the
percentage of their voting and non-voting securities owed by Royal, or over
which Royal exercises control or direction:
PERCENT OWNERSHIP PERCENT OWNERSHIP
JURISDICTION OF OF VOTING OF NON-VOTING
SUBSIDIARY INCORPORATION SECURITIES SECURITIES
- ---------------------------------------------------------------------------------------------------------------------
HOLDING COMPANIES
- ---------------------------------------------------------------------------------------------------------------------
Royal Building Systems (Cdn) Inc. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Group Mexico S.A. de C.V. Mexico 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Group (Nevada) Limited Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1150409 Ontario Inc. Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1064986 Ontario Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1191225 Ontario Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1299239 Ontario Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1284823 Ontario Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1284825 Ontario Limited Ontario 60% N/A
- ---------------------------------------------------------------------------------------------------------------------
5
PERCENT OWNERSHIP PERCENT OWNERSHIP
JURISDICTION OF OF VOTING OF NON-VOTING
SUBSIDIARY INCORPORATION SECURITIES SECURITIES
- ---------------------------------------------------------------------------------------------------------------------
3018523 Nova Scotia ULC Nova Scotia 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Novo Capital, Inc. Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Novo Management Inc. Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
RBS (U.S.A.) Limited Delaware 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
RGTL Holdings, L.L.C. Delaware 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Plastics Group (U.S.A.) Limited Delaware 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
R.B.S. (China) Limited BVI 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Group (China) Limited BVI 85% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Real Estate (USA) Limited Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1429252 Ontario Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
1429253 Ontario Limited Ontario 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
3045842 Nova Scotia Company Nova Scotia 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Roybridge Inc. Nova Scotia 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Roybenone Limited Nova Scotia 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Roybentwo Limited Nova Scotia 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Roybenthree Limited Alberta 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
Royal Group II (USA), LLC Nevada 100% N/A
- ---------------------------------------------------------------------------------------------------------------------
(3) ORGANIZATIONAL ISSUES
All of Royal's manufacturing activities are conducted through separate entities,
each of which operates as a separate profit centre. Activities are structured as
such to maximize the manufacturing efficiency and accountability of the
production processes while leaving administrative tasks to be performed largely
by the corporate office. Royal's executive management centralizes strategic
planning, capital allocation, new business and new product development and
provides specialized services including raw material and equipment purchasing,
general corporate purchasing, as well as technological, legal, risk management,
financial, information systems and human resource expertise.
ITEM 3. GENERAL DEVELOPMENT OF THE BUSINESS
(1) GLOSSARY OF TECHNICAL TERMS
The following compilation of definitions of technical terms used herein, has
been assembled to assist the reader to better understand Royal's business.
"Additives" - ingredients including stabilizers and pigments, mixed with PVC to
modify or enhance the physical properties of an extruded profile and aid in the
manufacturing process.
"Compounding" - mixing together of PVC resin and additives to produce a compound
in either powder or pellet form.
"Extrusion" - the process of melting, sizing, shaping and cooling PVC or other
plastic materials.
6
"Injection" - the process whereby a granulated plastic compound is heated and
forced under pressure into a mould in the shape of a finished product, such as a
90 degree pipe fitting elbow.
"Lubricants" - additives mixed with PVC to allow the plastic to be processed
through the extruder.
"PVC" - polyvinylchloride or vinyl - a versatile plastic used extensively in the
building products industry as well as automobile, packaging and toy industries.
PVC has many desirable properties including weatherability, low thermal
conductivity and high strength to weight ratio.
"Regrind" - previously processed PVC material which has been ground up for
combination with virgin material and reprocessing.
"Vacuum Sizer" - a metal sizing sleeve the shape of the final desired product,
through which the plastic extrusion is pulled. An air vacuum and water cooling
of the metal jacket is applied during the process.
(2) FINANCIAL TERMS
In this document, "EBITDA" and "EBITDA margin" are terms used to describe
Royal's consolidated financial position. It should be noted that each of these
terms is widely used in financial markets, but is not a recognized measure under
Canadian generally accepted accounting principles. Each of these terms is
defined in Management's Discussion and Analysis, contained in ITEM 6 of this
document.
(3) DEVELOPMENT
Royal began operation in 1970 as a small custom profile extruder, with sales of
approximately $270,000 in its first year of existence. Royal has grown to become
a vertically integrated manufacturer of technologically advanced, polymer-based
home improvement, consumer and construction products, sold primarily in North
America and increasingly in international locations.
From its beginnings as a single company with a single extruder, Royal has
developed into a group of 70 wholly-owned or joint-ventured operating companies.
Today, these businesses are predominantly located in Canada and the U.S.A., with
international operations in Mexico, South America, Europe and Asia.
Royal's development accelerated through the 1980's with the introduction of
several proprietary patented technological advances. These new technologies
allowed Royal to design, build and change intricate tooling more efficiently and
economically in order to manufacture more complex profiles that result in
superior window systems and other products.
Also key to Royal's advancement was the establishment of a number of operating
subsidiaries during the 1980's. These subsidiaries were managed by individuals
who were provided an equity stake in the business, thereby facilitating the
growth of these subsidiaries.
In 1991, Royal introduced a revolutionary, pre-engineered, component building
system. The system, which carries the trade mark Royal Building Systems(TM),
consists of a series of extruded,
7
reinforced interlocking vinyl panels and connectors that quickly and easily
slide together to form walls and partitions, which are then filled with concrete
and integrated with the roof. Principal aspects of Royal Building Systems(TM)
are protected by issued patents in the U.S.A. and throughout the major markets
of the world.
In addition to marketing Royal Building Systems(TM) globally, Royal has begun to
develop distribution for its building products in various locations throughout
the world. Window profiles are currently being distributed in many countries
including Argentina, China, the United Kingdom, Brazil, Poland, Mexico,
Venezuela and Colombia. Sales outside of Canada and the U.S.A. accounted for 9%,
11% and 8% of Royal's consolidated sales for the fiscal years 2000, 2001 and
2002, respectively.
In November of 1995, Royal acquired Novo Industries, Inc. ("Novo"), a private
company (now carrying on business in the form of a wholly-owned partnership
named Royal Window Coverings (USA) L.P.) that was involved in the production of
PVC vertical window blinds, selling them mainly through mass merchandisers. The
acquisition of Novo initiated Royal's entry into consumer products distribution
channels. Over subsequent years, Royal's presence in consumer distribution
channels has been expanded to include outdoor storage products, patio furniture,
indoor storage products, and pet care products. Consumer product sales accounted
for 30%, 29% and 27% of Royal's consolidated sales for the fiscal years 2000,
2001 and 2002, respectively.
In the late 1990's, a series of small acquisitions were made to enhance Royal's
strategic position in various markets. These acquisitions included the purchase
of the PVC extrusion assets and business of CTB Inc., which was primarily
engaged in the extrusion and sale of plastic fence, deck and dock products. The
acquisitions also included purchase of a majority interest in Gracious Living
Industries Inc., a marketer of patio furniture and houseware products. These
acquisitions served to broaden product offerings, expand distribution and
leverage vertical integration.
Royal took a major step forward with its vertical integration program through
the acquisition of Imperial Oil's PVC resin plant located in Sarnia, Ontario at
the outset of fiscal 1999. Royal uses the plant's entire capacity of 465 million
pounds of resin per year to supply its operating groups. In pursuit of greater
efficiency, the production facility was rationalized to limit production to two
kinds of resin. The ownership of this facility allows Royal to offer prompt
delivery to its customers and to introduce new PVC based products improving its
competitive position.
In December 2001, Royal acquired Marley Mouldings LLC ("Marley"), a manufacturer
of cellular-foam extrusions, including trim moldings and components for window
and door frames. Marley's products complement Royal's existing products sold
through home improvement retail stores and building product suppliers. In
addition, Marley's extensive sales and marketing team served to strengthen
Royal's position with customers, particularly in the U.S.A.
Over the past five years, Royal has evolved from being a leading North American
PVC building products extruder, to a manufacturer of technologically advanced
polymer-based home improvement, consumer and construction products. Royal has
strengthened its marketing capabilities as evidenced by the growth of consumer
product sales. Royal has also increased its international presence. In addition,
increased vertical integration, improved Royal's competitive position.
8
During fiscal 2001, Royal completed construction of a new industrial complex in
Woodbridge, Ontario, comprising 14 plants totaling 4 million square feet. The
project enabled consolidation of 24 older plants totaling 1.1 million square
feet. The purpose of the new complex is to meet Royal's expected growth needs
for several years, while at the same time increasing manufacturing efficiency.
Upon the completion of the new industrial complex, Royal's manufacturing
infrastructure was capable of producing product to generate $3 billion in sales
on an annual basis. During fiscal 2002, Royal operated with capacity utilization
in the low 60% range. Royal has initiated a series of actions, including further
plant consolidation, in an effort to increase capacity utilization in coming
years.
During the three fiscal years ended September 30, 2002, Royal experienced
compound annual sales growth of 14%. Over this three year period, home
improvement product sales increased at a compound annual rate of 17%, consumer
products at 12%, construction products at 12% and Royal Building Systems and
Foreign Operations at 9%. Support Segment sales to third parties grew at a rate
of 13% per year over the same three year period.
Management continues to pursue broad-based, profitable sales growth and improved
returns on invested capital through the following strategies:
(1) Developing high value-added, industry leading products;
(2) Leveraging of existing distribution channels with new products; and
(3) Introducing new products to existing plants in order to increase
capacity utilization.
The market price for PVC resin, a major raw material consumed by Royal rose
substantially in fiscal 2002 as demand for PVC rose at a rate greater than
supply. However, PVC resin prices remain below their peak in June 2000,
primarily as a result of additional capacity in the PVC industry coming on
stream. Management believes PVC prices will rise in the future, but that Royal's
integration will serve it well in this environment vis-a-vis non-integrated
competitors.
ITEM 4. DESCRIPTION OF THE BUSINESS
(1) OVERVIEW
Royal Group Technologies Limited is a vertically integrated manufacturer of
technologically advanced, polymer-based home improvement, consumer and
construction products.
Royal's operations are located primarily in Canada and the U.S.A, with
international locations in Mexico, South America, Europe and Asia. The
operations, which operate as individual profit centers, are arranged into two
segments: the Products Segment and the Support Segment. During 1999, Royal
introduced this two segment new reporting structure to provide greater insight
for investors with respect to the financial performance of its product and
support operations. This structure illuminates the important contribution of
Royal's extensive vertical integration.
9
The following chart illustrates the composition of Royal's two operating
segments:
(ROYAL GROUP TECHNOLOGIES LIMITED ORGANIZATION CHART)
The Products Segment is composed of the following product lines:
(i) Home Improvement Products, which primarily consist of extruded PVC
products, including window and door profiles, decorative mouldings,
siding and roofing. These products are sold primarily to fabricators
and building product distributors in the U.S.A. and Canada and are
oriented to the renovation trade.
(ii) Consumer Products, which consist of a broad range of extruded and
injection molded products including window coverings, outdoor storage
solutions, fencing, decking, gazebos, housewares and furniture. These
products are sold primarily to homeowners through retail home
improvement chain stores in the U.S.A. and Canada.
10
(iii) Construction Products, which consist of pipe and fitting systems, as
well as commercial doors. These products are distributed primarily
through a network of distributors and contractors in U.S.A. and
Canada to the new construction sector of the market.
(iv) Royal Building Systems and Foreign Operations, which include
components of Royal Building Systems(TM) sold throughout the world,
and other building products manufactured by foreign operations sold
in conjunctions with the Systems or alone.
The Support Segment is composed of a series of activities, which are primarily
supplied to the Products Segment, to facilitate superior customer service, rapid
product development and a low cost structure. The activities of the Support
Segment include:
(i) Materials manufacture, which involves production of PVC resin,
chemical additives, compounding and recycling. In addition, a wide
variety of post-industrial waste materials are recycled into usable
raw materials, utilizing proprietary RoyalEco(TM) technology.
(ii) Machinery development and manufacture, which involves extrusion
equipment, tooling and computerized material handling systems.
(iii) Services, which include distribution, research and development and
property management services provided to the Group.
The Support Segment also sells relatively small amounts of non-proprietary
products to third parties.
During the fiscal year ended September 30, 2002, sales reached $1.915 billion,
exceeding fiscal 2001 sales of $1.669 billion by approximately 15%. Detailed
sales by segment and product line are noted as follows:
11
NET SALES BY SEGMENT AND PRODUCT LINE (in
millions of dollars, except percentage amounts)
- --------------------------------------------------------------------------------
SEGMENTS 2002 2001 % change
- --------------------------------------------------------------------------------
HOME IMPROVEMENT PRODUCTS
Custom Profiles 702 518 36%
Exterior Cladding 300 238 26%
CONSUMER PRODUCTS
Window Coverings 252 260 (3%)
Outdoor Products 144 126 14%
Housewares & Furniture 117 105 11%
CONSTRUCTION PRODUCTS
Pipe & Fittings 212 187 14%
Commercial Doors 25 24 4%
ROYAL BUILDING SYSTEMS/FOREIGN OPERATIONS 105 122 (14%)
- --------------------------------------------------------------------------------
TOTAL PRODUCTS SEGMENT 1,857 1,580 18%
- --------------------------------------------------------------------------------
Materials 434 371 17%
Machinery & Tooling 63 87 (28%)
Services 118 205 (42%)
- --------------------------------------------------------------------------------
TOTAL SUPPORT SEGMENT 615 663 (7%)
- --------------------------------------------------------------------------------
Intra-Group Eliminations (557) (574)
- --------------------------------------------------------------------------------
CONSOLIDATED NET SALES 1,915 1,669 15%
- --------------------------------------------------------------------------------
12
(2) THE PRODUCTS SEGMENT
(a) HOME IMPROVEMENT PRODUCTS
CUSTOM PROFILES
Royal's custom profile products are the largest and most diverse of its product
lines, composing over one-third of consolidated sales. The majority of sales
continue to be to fabricators of windows and doors, but include a growing
portion of decorative trim for the interior and exterior of homes, as a result
of the acquisition of Marley in December of 2001. In fiscal 2002, sales were
$702 million, an increase of 36% from the previous year. Custom profiles sales
grew organically by 8% over the prior year.
Royal has a competitive advantage in the vinyl window framing market due to its
relatively high degree of vertical integration, which allows Royal to quickly
and cost effectively make dies to produce window systems specifically for a
window fabricator's market. This integration, involving materials formulation
and manufacture, allows Royal to offer fabricators unique colors and performance
characteristics. This custom approach allows window fabricator customers to
provide their markets with higher value-added products.
Vinyl window and door framing continues to be the material of choice for
residential buildings, with over 50% of all windows installed in 2002 in North
America being vinyl framed. Vinyl has long been the material of choice for the
renovation sector of the North American market, but has recently gained
considerable penetration in the new home sector, as home owners increasingly
demand durable, easy to maintain products. In response, Royal has developed a
series of architecturally rich window systems offering window fabricator
customers a differentiated product for residential construction projects.
First introduced in 2001, the RoyalEco(TM) basement window system enjoyed solid
growth in 2002, as window fabricators increasingly recognized its durability and
ease of installation. Produced using Royal's patented RoyalEco(TM) technology,
the basement window system is manufactured using a variety of recycled
industrial plastic materials that are injection molded into an affordable and
durable window frame. This basement window system received Window and Door
Magazine's Crystal Achievement Award in 2002.
Royal expects to complete the development of a RoyalEco(TM) casement window
system in fiscal 2003, which is being designed to provide superior strength to
large-span casement window applications in new home construction. The
RoyalEco(TM) casement window system is a modular window system, capable of
accommodating a variety of size and style configurations. The RoyalEco(TM)
casement window systems components will be distributed through Royal's extensive
window fabrication customer base.
The acquisition of Marley in December 2001 assisted and continues to assist
Royal with a series of strategic initiatives, including penetration of the wood
segment of the window framing marketplace. Almost $1 billion of wood window
framing is purchased each year in North America, representing over one third of
the window framing market. Marley's Pro Sash(R) foam vinyl window system is
targeted at homeowners that prefer the "look" and "feel" of wood but also prefer
the durability and ease of maintenance of plastic. Marley began to roll out Pro
Sash(R)
13
window framing system through Royal's extensive window fabricator base in 2002,
with a number of fabricators working with the product by fiscal year-end.
Marley's decorative interior and exterior mouldings for homes are enjoying rapid
growth in demand, with growth of approximately 20% per year for exterior
mouldings. As with its window framing system, Marley's mouldings closely
simulate the "look" and "feel" of wood. With a solid foam core, combined with a
strong outer surface, they also can be cut, glued, nailed and screwed like wood.
However, unlike wood, they do not shrink, expand, rot, feed termites or require
repeated refinishing.
Marley's interior products include polymer baseboard mouldings, crown mouldings,
chair rail and picture framing. For the exterior of homes, Marley offers garage
door mouldings, brick mouldings and door jamb systems. With almost five billion
dollars of wood moulding and millwork purchased in North America each year, the
advanced technology acquired from Marley puts Royal in a solid position for
increasing its market penetration.
In fiscal 2002, Royal continued to consolidate some window profile extrusion
plants in North America, in order to improve its greater capacity utilization.
Royal also accelerated introduction of vinyl window profiles into markets served
by its international plants, to further improve capacity utilization.
EXTERIOR CLADDING
Royal's exterior cladding business enjoyed another solid year of growth in
fiscal 2002, posting sales of $300 million, representing a 26% increase over the
previous year. This achievement, exemplifies the strength of Royal's product
offering and marketing capabilities. In fiscal 2002, Royal continued to add new
distributors for products, both in the U.S.A. and Canada. Distributors continue
to select Royal because of its demonstrated long-term commitment to the exterior
cladding industry.
In many geographic locations in the U.S.A., markets have become saturated by
competitors who have a number of distributors in close proximity to each other
competing with the same product lines. With its relatively low level of market
penetration and leading edge products, Royal offers distributors and contractors
an attractive alternative.
Royal's leading edge products continue to offer distributors and contractors
healthy differentiation from more widely available competitive products. Royal's
position with its distributors and contractors is further enhanced by offering a
series of complementary building products, including roofing, soffit and
decorative columns. Royal intends to launch a professional line of vinyl gutter
and downspout in calendar 2003, further enhancing its offerings.
Amongst the unique products introduced by Royal in fiscal 2002 was the Royal
Designer Shake(TM). This product is aimed at homeowners who like the look of the
traditional cedar shake but prefer a lower maintenance product. This exterior
cladding is offered in two distinctive profiles which complement a wide range of
architectural styles.
In order to accommodate increasing demand for exterior cladding products, a
series of new high-speed extrusion lines are being added in both U.S.A. and
Canadian manufacturing locations. In Canada, Royal intends to install two
high-speed production lines in its 450 thousand square foot
14
plant in its new industrial complex in spring of 2003, in preparation for its
peak seasonal demand.
(b) CONSUMER PRODUCTS
WINDOW COVERINGS
Window coverings markets were extremely challenging in fiscal 2002 resulting in
sales of $252 million, representing a 3% decrease from the previous year. Three
shifts in consumers' preferences impacted the Window Coverings Division, as
follows:
(i) Decreasing demand for vertical blinds and increasing demand for
horizontal blinds, including faux wood and wood, as well as
increasing demand for roller shades and shutters.
(ii) Increasing demand for window coverings tailored to exact window
dimensions.
(iii) Increasing preference for tailored window coverings from conveniently
located home improvement stores.
Acceleration of these preference shifts, combined with intense international
competition in the ready-made segment of the market, precipitated a significant
shortfall in the financial performance of the Window Coverings Division in
fiscal 2002.
Royal is rapidly responding to market dynamics, with products and programs
suiting the changing needs of consumers. Royal has introduced a line of window
fashions, including PVC, wood and aluminum horizontal blinds, woven wood blinds,
roller shades, shutters and cornice mouldings, through home improvement and
retail stores. In addition, Royal has introduced a series of cut to fit and
custom window covering programs, allowing consumers to tailor dress their
windows.
Royal has incurred much of the up-front development and promotional costs
associated with these programs at a time when margins have become compressed for
conventional ready-made window treatments. However, Royal is expecting a shift
in product mix in fiscal 2003, which will favour higher value-added tailored
programs, helping to improve the profitability of the Window Coverings Division.
In addition, Royal has initiated a series of cost reduction measures.
The repositioning of the Window Coverings Division will take some time to gain
momentum. Royal expects that its new programs will garner increasing market
penetration in fiscal 2003.
OUTDOOR PRODUCTS
Royal's outdoor products group had strong sales of $144 million in fiscal 2002,
an increase of 14% over the previous year. Products include a broad range of
outdoor storage solutions, fencing, decking, deck railings and the recently
introduced gazebo package. The focus of this product group has been to introduce
an attractive, durable line of maintenance-free products for the residential
market.
15
Royal Outdoor pre-assembled fencing products enjoyed rapid growth in 2002, with
over 300 stores currently carrying the product line. Over 12 styles of fencing
are now available in stores, offering home owners a wide selection of designs.
By the end of calendar 2003, Royal expects that a further 250 stores will carry
the fencing products, increasing Royal Outdoor's market penetration.
Royal continues to be pleased with the acceptance of the Royal Outdoor
do-it-yourself and professionally installed PVC fencing and decking product
lines. Royal's management believes that the fencing and decking market in North
America is at the same formative stage that the vinyl window profile market was
20 years ago.
With increasing public awareness of environmental and health problems associated
with certain kinds of treated wood, there is also an increasing demand for
alternative products. In addition to the broad range of PVC fencing and decking
styles currently offered, Royal is developing a decking product to compete
directly with pressure treated wood products, using its RoyalEco(TM) technology.
In addition, it is also completing development of a porch planking system that
will have the "look" and "feel" of wood, using its cellular foam technology.
Royal intends to penetrate this rapidly expanding market for vinyl storage,
fence and deck with a broad range of products, to be available at all price
points to homeowners.
In calendar 2003 Royal expects to introduce the new Platinum series line of
outdoor storage solutions. Products in this new series will be positioned at the
high end of the market and feature a number of architectural features, including
richer base and accent coloring, steeper pitched roofs, and decorative trim.
This new line will complete the current offering, with products appealing to a
range of homeowners' objectives, including economy, functionality and aesthetic
appeal.
HOUSEWARES & FURNITURE
Royal's line of Gracious Living(TM) products continued to post strong growth in
fiscal 2002, with sales of $117 million, representing an 11% increase from the
previous year. Growth was achieved through a combination of greater consumer
awareness of Gracious Living(TM) products, increased distribution and the
introduction of new products. Royal's Gracious Living(TM) products are now
marketed through many of North America's largest retailers, including Walmart,
Lowes, Home Depot, Target and Canadian Tire.
During fiscal 2002, Royal continued to set the stage for future growth, with a
series of successful new Gracious Living(TM) product introductions. These
products include a series of banquet tables for residential and commercial
applications. Features include an easy to clean polymer surface, telescopic
folding legs and a patented folding table top. Gracious Living(TM) banquet
tables are lightweight, durable and easy to store. Demand has resulted in
Gracious Living(TM) further expanding this product line with new molds and
designs.
Royal has recently introduced an affordable, attractive and functional student
desk under the Gracious Living(TM) line. Contemporary in style and design, each
desk comes equipped with a slide-out keyboard shelf and castors for added
mobility. To complement the banquet table and student desk, a lightweight and
compact folding chair with a unique seat locking system has been introduced.
16
Royal has also recently introduced a new generation of Gracious Living(TM)
storage totes, under the brand name ProTote(TM). This product features heavy
duty construction for rugged everyday use.
In order to accommodate expected growth in demand, a series of operational
actions were taken in fiscal 2002 to reduce cost and improve production,
warehousing, and distribution efficiency.
(c) CONSTRUCTION PRODUCTS
PIPE AND FITTINGS
Royal's pipe systems division enjoyed solid growth in fiscal 2002, attaining
sales of $212 million, up by 14% from the previous year. Sales growth in this
division reflects the successful execution of strategies embarked upon three
years ago to increase the breadth of Royal's product offering. Royal's pipe
systems division is beginning to enjoy the benefits of investments in the
development and marketing of complete municipal and electrical pipe and fitting
systems, as well as the roll out of a series of high value-added cable/conduit
protection systems.
The market for traditional municipal, plumbing and electrical pipe and fittings
was buoyant in 2002, as a result of robust levels of housing development in
North America. While it is expected that levels of housing development will
temper in the years ahead, Royal also expects that PVC will increasingly be the
material of choice for potable water, sewer and electrical pipe and fittings. In
particular, Royal's PVC potable water pipe continues to be chosen in place of
conventional systems because of the alarming rate of failure of these systems.
Royal expects that replacement of failing conventional systems will serve to
buoy the municipal pipe and fittings market in the years ahead.
In 2001, Royal introduced a series of cable/conduit protection systems, under
the name Kortech(TM). These systems were well received by distributors,
engineers and contractors, as demonstrated by increasing sales to a number of
distributors. Based on industry reports this market is expected to experience
robust growth. The advances made by the Quickstop(TM) line of fire stop products
introduced in 2001 continued in 2002. A full line of retrofitable fire stop
products was added to the line, increasing the demand for and specification of
Quickstop(TM) products.
Traditionally, Royal's pipe and fittings systems have been marketed primarily in
Canada, in close proximity to manufacturing plants. Newer, higher value-added
fitting products are now being rolled out successfully in select global markets,
including the United Kingdom, providing another avenue for profitable future
growth.
(d) ROYAL BUILDING SYSTEMS AND FOREIGN OPERATIONS
Royal Building Systems and Foreign Operations sales were $105 million, a
decrease of 14% from the previous year. The decrease is largely the result of
poor economic conditions in South America, and in particular Argentina. Sales
include components of the Royal Building Systems(TM) line of products sold
throughout the world and other building products manufactured by foreign
operations sold in conjunction with the System or alone.
17
During fiscal 2002, international activities focussed on introducing existing
building products into Royal's foreign plants. These initiatives were undertaken
to increase foreign capacity utilization, to thereby increase Royal's return on
invested capital.
In Poland and other locations throughout Europe, Royal has successfully
introduced window profiles into the market. Fencing has also been introduced in
Poland and is undergoing increases in demand. Since the inception of the plant
in Poland in 1998, Royal has produced siding which has been sold in various
Eastern European and Commonwealth of Independent States (C.I.S.) countries. In
fiscal 2002, Royal began to roll out the siding products in Western Europe.
In China, Royal is experiencing rapid growth in demand for vinyl window
profiles. Royal is in the process of adding extrusion lines for window profile
production in order to respond to rising demand. Demand for components of Royal
Building Systems(TM) is also enjoying substantial growth in China, particularly
in industrial and commercial markets. Over 1.2 million square feet of space was
built in China using Royal Building Systems(TM) in fiscal 2002.
In Mexico, Royal has produced Royal Building Systems(TM) products and window
coverings since 1991. Royal will be introducing vinyl window profiles in fiscal
2003. Royal is working toward an arrangement with a major home improvement
product retailer in Mexico to distribute a number of products, including Royal
Building Systems(TM), mouldings, window coverings and some Gracious Living(TM)
products. The home improvement market in Mexico is significant in size and Royal
is working to favorably position its broad product offering.
In South America, Royal continues to be subjected to soft domestic market
conditions in Argentina. Royal intends to weather the economic malaise in
Argentina, by exporting to neighboring Brazil. In 2002, considerable progress
developing the Brazilian market was made and it is expected that these
initiatives will help to increase use of Argentinian production capacity in the
coming year.
As Royal continues to expand internationally its foreign operations become
increasingly subject to the potential effect of currency fluctuations, tariffs,
nationalization, exchange controls, limitations on foreign investment in local
business and other political economic and regulatory risks.
The following table outlines information relating to manufacturing and
distribution facilities operated by the Products Segment as of September 30,
2002:
PERCENTAGE
PRODUCT LINE PRIMARY LOCATIONS SQUARE FOOTAGE OWNED(1)
- ----------------------------------------------------------------------------------------------
Home Improvement Products
Custom Profiles Ontario, Quebec, Manitoba, 4,682,072 90.1%
Washington, Indiana,
Pennsylvania, Nevada, Virginia,
Tennessee, Texas
Exterior Cladding Ontario, Tennessee, Alberta, 1,122,566 68.2%
Nova Scotia, Quebec, British
Columbia, Manitoba,
Newfoundland, Massachusetts,
Poland
18
PERCENTAGE
PRODUCT LINE PRIMARY LOCATIONS SQUARE FOOTAGE OWNED(1)
- ----------------------------------------------------------------------------------------------
Consumer Products
Window Coverings Ontario, Quebec, Florida, 1,486,719 58.6%
California, Mexico, Texas,
Illinois, New Jersey,
Netherlands, Brazil
Outdoor Products Ontario 770,425 94.5%
Housewares & Furniture Ontario 622,438 100%
Construction Products
Pipe & Fittings Ontario, British Columbia, 696,004 84.9%
Michigan, Alberta, Quebec,
Manitoba
Doors Ontario, Quebec 147,662 0%
Royal Building Systems Ontario, Argentina, Brazil, 1,474,472 76.5%
and Foreign Operations Mexico, Poland, Hawaii, ----------
Colombia, Venezuela, China,
Philippines
TOTAL 11,002,358
==========
- -----------------------------------------------------------------------------------------------
Note(1): No facilities are subject to major third party encumbrances
(mortgages). Calculated on the basis of square footage.
(3) SUPPORT SEGMENT
Support segment sales for the year ended September 30, 2002 decreased, as
expected, 7% or $48 million to $615 million from $663 million in 2001. This
segment represents materials, machinery & tooling and services provided
predominately to the Product segment. The decrease in net sales was primarily
due to the completion of Royal's industrial complex in Woodbridge, Ontario and
related added capacity expansion in the prior fiscal year. The decrease was
partially offset by the increased sales of materials due to the higher demands
from the Products segment.
(a) MATERIALS
Sales of materials in fiscal 2002 were $434 million, an increase of 17% from the
previous year. In fiscal 2002, a series of raw material initiatives were
undertaken by the Support Segment to assist with the development of new
products. These initiatives included the development of compounds for various
window coverings, pipe fittings and exterior cladding products. Royal's
integration of materials operations continues to enable the development of new
products more rapidly and successfully than non-integrated competitors.
In addition, Royal continued to develop materials to improve Royal's
productivity and efficiency. These materials included new stabilizer and
lubricant packages, which enhance the processibility of compounds utilized in
extrusion and injection molding operations.
19
As part of the continuous improvement program at its PVC resin plant, Royal
recently identified a series of process improvements, which are currently being
initiated. Royal expects that these process improvements will increase
production of PVC resin in fiscal 2003 to almost 500 million pounds,
representing an increase of 35 million pounds from fiscal 2002.
Royal is presently adopting enterprise management systems and technologies that
will enable it to more precisely gear raw materials production to orders being
received by product producing plants. This initiative is expected to facilitate
inventory reductions and to increase customer service in future years.
(b) MACHINERY AND TOOLING
Machinery and Tooling sales were $63 million in fiscal 2002 compared to $87
million in the previous year. Over the course of fiscal 2002, Royal's machinery
operations were restructured to focus primarily on servicing existing equipment
and improving technology instead of fabricating new equipment. This
restructuring results from the recent completion of Royal's significant
manufacturing expansion program in fiscal 2001. Royal expects current capacity
utilization, based on existing manufacturing infrastructure, to increase
significantly over the next few years.
Machinery operations have also focussed on refinement of processes, to provide
optimal output rates. A series of studies to identify best practices was
initiated by Royal in fiscal 2002, with the machinery operations playing an
important role in the dissemination of best practices throughout Royal's
operations.
(c) SERVICES
Sales of services were $118 million in fiscal 2002 compared to $205 million in
the previous year. With the completion of its new industrial complex in
Woodbridge, Ontario in 2001, Royal wound down its plant construction activities
in 2002. By the end of 2002, it was no longer engaged in general contracting and
electrical contracting, or involved in heating, ventilation or water
conditioning activities. These activities were essential to the timely
completion of Royal's expansion program, but are no longer necessary as it has
sufficient infrastructure to support expected growth for the next several years.
Royal has maintained its property management services, which strive to
contribute to improve efficiency and reduce operating costs. Property management
service activities focus on initiatives facilitating optimal use of utilities.
In 2002, Royal continued to add systems that serve to reduce the amount of water
consumed in its manufacturing operations. Royal also added a number of
technicians to its operations to ensure that its water conservation systems are
performing optimally. These initiatives continue to reduce the amount of water
required to service our manufacturing operations.
In the face of deregulation of electrical services in Ontario, Royal entered
into a contract with its electric provider to protect it in the event of an
inflationary environment. This contract has served Royal well as electricity
costs in Ontario have escalated over the past year.
20
Distribution services, including transportation services and a large
distribution centre in Woodbridge, Ontario will play increasing roles in
supplying distributors of products with increasing reliability and cost
effectiveness.
The Support Segment continues to provide Royal with a competitive edge over less
integrated competitors.
The following table outlines information relating to the facilities operated by
the Support Segment as of September 30, 2002:
SUPPORT OPERATION PRIMARY LOCATIONS SQUARE FOOTAGE PERCENTAGE OWNED(1)
- -----------------------------------------------------------------------------------------------
Materials Ontario 1,082,039 94.3%
Machinery and Tooling Ontario, Italy, Ohio 416,431 49.3%
Services Ontario 544,228 78%
---------
TOTAL 2,042,698
=========
- -----------------------------------------------------------------------------------------------
Note(1): No facilities are subject to major third party encumbrances
(mortgages). Calculated on the basis of square footage.
(4) COMPETITION
Royal's products face competition from alternative materials: wood and aluminum
in the window and door profile markets; aluminum and fabric in the window
covering market; brick, wood, stucco, stone, concrete and aluminum in the siding
market; and concrete, copper and steel in the pipe market. Royal's products are
very competitive, and in most sectors are gaining market share at the expense of
alternative materials, due to vinyl's many superior qualities, including its
lower material or product conversion cost, energy efficiency, durability and low
maintenance aspects.
Royal also faces competition from other manufacturers of vinyl products
including Micron, Certain Teed Corp., Deceunick and VEKA Inc. in the window
profile market, Hunter Douglas, Spring Industries, Inc., Nienmade and Levelor in
the window coverings market, Owens Corning and Alcoa Building Products for the
siding market and Ipex Inc., Rehau Inc. and JM Manufacturing Co. in the pipe
market. Some of these companies are larger than Royal in certain individual
product lines and therefore may be capable of sustained price competition in
those lines. Royal, however, enjoys competitive advantages, including its low
cost position stemming from its high degree of vertical integration and its high
product quality as a result of its manufacturing and technological capabilities
and proprietary processes, tooling and machinery and research and development
activities.
21
(5) OTHER DISCLOSURES
(a) RESEARCH AND DEVELOPMENT
Management estimates that the equipment, materials and labour costs associated
with research and development activities for fiscal 2002 were approximately
$21.7 million. Substantially all of these expenditures would be eligible for the
Scientific Research and Experimental Development Program under the Income Tax
Act (Canada).
(b) INTELLECTUAL PROPERTY
Royal is the holder of numerous patents on both products and processes, in North
America and globally. While these patents are an important asset, no individual
patent is considered to be material to Royal. Royal is both a licensee and
licensor of technologies, none of which are considered to be material to Royal.
Royal has established procedures necessary to protect trade-marks which are
material to the business carried on by it, including Royal's symbol associated
with that name and a number of trade-marks identified with Royal's products. In
particular, protection of Royal's Crown symbol is highly important to Royal.
Trade-marks and intellectual property rights associated with Royal's products
are considered to be important assets of Royal and are defended vigorously where
appropriate. Royal owns a number of domain names which may be used in connection
with its online business.
(c) IMPACT OF GOVERNMENT REGULATIONS
Historically, government regulations have not had a material impact on Royal's
business. See also "Other Disclosures - Environmental Considerations".
(d) HUMAN RESOURCES
The following table sets forth information on Royal's employment data as at
September 30, 2002, 2001 and 2000. The actual number of employees may vary by 5
to 10% during the year due to the seasonal nature of the building products
industry.
ROYAL GROUP TECHNOLOGIES LIMITED
NUMBER OF EMPLOYEES
MANUFACTURING SELLING AND
DIRECT AND INDIRECT ADMINISTRATIVE
SEGMENT EMPLOYEES EMPLOYEES TOTAL EMPLOYEES
- -----------------------------------------------------------------------------------------
2002
Products 7,200 1,300 8,500
Support 700 200 900
----- ----- -----
TOTAL 7,900 1,500 9,400
===== ===== =====
- -----------------------------------------------------------------------------------------
22
MANUFACTURING SELLING AND
DIRECT AND INDIRECT ADMINISTRATIVE
SEGMENT EMPLOYEES EMPLOYEES TOTAL EMPLOYEES
- -----------------------------------------------------------------------------------------
2001
Products 6,424 1,003 7,427
Support 989 264 1,253
----- ----- -----
TOTAL 7,413 1,267 8,680
===== ===== =====
- -----------------------------------------------------------------------------------------
2000
Products 6,390 1,050 7,440
Support 928 271 1,199
----- ----- -----
TOTAL 7,318 1,321 8,639
===== ===== =====
- -----------------------------------------------------------------------------------------
As at September 30, 2002, there were approximately 943 Royal employees covered
by various collective agreements. Royal continues to have positive relations
with its employees, including those covered by collective agreements.
Royal and its subsidiaries have set aside/accrued $17,495,000 to provide
pension, retirement or similar benefits to its employees or former employees.
Royal does not have a pension plan and of its 70 subsidiaries, only 2 have
pension plans.
(e) SEASONALITY
Royal's fiscal year end is September 30. Given the seasonal nature of the
building products industry, approximately 30% of consolidated sales have been
recorded in each of the third and fourth quarters, while approximately 20% of
its annual consolidated sales have been recorded in each of the first and second
quarters.
23
Royal's consolidated sales by quarter for each of the fiscal years 2002 through
1995 are as follows:
ROYAL GROUP TECHNOLOGIES LIMITED
CONSOLIDATED SALES BY QUARTER
(in thousands of dollars, except percentage amounts)
Q1 Q2 Q3 Q4 Total
- -------------------------------------------------------------------------------------------------------------------------
2002 SALES $384,220 $404,744 $579,330 $546,936 $1,915,230
% OF TOTAL SALES 20.0% 21.1% 30.3% 28.6% 100%
- -------------------------------------------------------------------------------------------------------------------------
2001 SALES $353,648 $334,043 $506,949 $474,396 $1,669,036
% OF TOTAL SALES 21.19% 20.01% 30.37% 28.43% 100%
- -------------------------------------------------------------------------------------------------------------------------
2000 SALES $320,128 $334,508 $459,835 $435,010 $1,549,481
% OF TOTAL SALES 20.66% 21.59% 29.68% 28.08% 100%
- -------------------------------------------------------------------------------------------------------------------------
1999 SALES $260,700 $272,063 $371,628 $377,613 $1,282,004
% OF TOTAL SALES 20.34% 21.22% 28.99% 29.46% 100%
- -------------------------------------------------------------------------------------------------------------------------
1998 SALES $211,436 $229,344 $304,098 $305,225 $1,050,103
% OF TOTAL SALES 20.14% 21.84% 28.96% 29.06% 100%
- -------------------------------------------------------------------------------------------------------------------------
1997 SALES $174,492 $175,539 $240,098 $258,612 $848,741
% OF TOTAL SALES 20.56% 20.68% 28.29% 30.47% 100%
- -------------------------------------------------------------------------------------------------------------------------
1996 SALES $130,401 $133,442 196,215 $215,034 $675,092
% OF TOTAL SALES 19.32% 19.77% 29.06% 31.85% 100%
- -------------------------------------------------------------------------------------------------------------------------
1995 SALES $113,621 $119,343 $149,515 $152,574 $535,053
% OF TOTAL SALES 21.24% 22.30% 27.94% 28.52% 100%
- -------------------------------------------------------------------------------------------------------------------------
24
Quarterly sales by Segment and Product Line for fiscal 2002 and 2001 are set out
below:
ROYAL GROUP TECHNOLOGIES LIMITED
QUARTERLY SALES BY SEGMENT AND PRODUCT LINE
2002
(in millions of dollars)
Q1 Q2 Q3 Q4
- --------------------------------------------------------------------------------------------------------------
PRODUCTS SEGMENT
Home Improvement:
Custom Profiles 131 152 211 208
Exterior Cladding 63 59 86 92
-- -- -- --
Subtotal 194 211 297 300
- --------------------------------------------------------------------------------------------------------------
Consumer:
Window Coverings 60 61 71 60
Outdoor Products 16 25 56 47
Housewares & Furniture 23 37 36 21
-- -- -- --
Subtotal 99 123 163 128
- --------------------------------------------------------------------------------------------------------------
Construction:
Pipe & Fittings 43 39 69 61
Commercial Doors 6 6 6 7
- - - -
Subtotal 49 45 75 68
- --------------------------------------------------------------------------------------------------------------
Royal Building Systems and Foreign Operations 27 19 26 33
-- -- -- --
- --------------------------------------------------------------------------------------------------------------
TOTAL PRODUCTS SEGMENT 369 398 561 529
--- --- --- ---
- --------------------------------------------------------------------------------------------------------------
SUPPORT SEGMENT
Materials 99 94 109 132
Machinery & Tooling 17 14 16 16
Services 32 29 26 31
-- -- -- --
TOTAL SUPPORT SEGMENT 148 137 151 179
--- --- --- ---
- --------------------------------------------------------------------------------------------------------------
INTRA-GROUP ELIMINATIONS (133) (130) (133) (161)
- --------------------------------------------------------------------------------------------------------------
CONSOLIDATED NET SALES 384 405 579 547
=== === === ===
- --------------------------------------------------------------------------------------------------------------
25
ROYAL GROUP TECHNOLOGIES LIMITED
QUARTERLY SALES BY SEGMENT AND PRODUCT LINE
2001
(in millions of dollars)
Q1 Q2 Q3 Q4
- ---------------------------------------------------------------------------------------------------------------
PRODUCTS SEGMENT
Home Improvement:
Custom Profiles 119 96 163 140
Exterior Cladding 54 49 67 71
-- -- -- --
Subtotal 173 142 230 211
- ---------------------------------------------------------------------------------------------------------------
Consumer:
Window Coverings 66 61 69 64
Outdoor Products 16 21 51 38
Housewares & Furniture 16 33 37 19
-- -- -- --
Subtotal 98 115 157 121
- ---------------------------------------------------------------------------------------------------------------
Construction:
Pipe & Fittings 37 35 56 59
Commercial Doors 5 6 6 7
- - - -
Subtotal 42 41 62 66
- ---------------------------------------------------------------------------------------------------------------
Royal Building Systems and Foreign Operations 31 28 33 30
-- -- -- --
- ---------------------------------------------------------------------------------------------------------------
TOTAL PRODUCTS SEGMENT 344 326 482 428
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------
SUPPORT SEGMENT
Materials 92 92 88 99
Machinery & Tooling 26 21 12 28
Services 63 56 41 45
-- -- -- --
TOTAL SUPPORT SEGMENT 181 169 141 172
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------
INTRA-GROUP ELIMINATIONS (171) (161) (116) (126)
- ---------------------------------------------------------------------------------------------------------------
CONSOLIDATED NET SALES 354 334 507 474
=== === === ===
- ---------------------------------------------------------------------------------------------------------------
26
(f) ENVIRONMENTAL CONSIDERATIONS
Royal is subject to a wide variety of general and industry specific laws and
regulations by federal, provincial, state and local authorities relating to air
emissions, waste water discharge, waste management and landfill sites. Although
Royal's activities are not considered to pose material environmental risk, its
operations must be carried out in compliance with requirements of environmental
legislation. Royal is currently in material compliance with applicable
environmental legislation and is not aware of any material changes under such
legislation which are threatened or pending.
Although management believes that Royal is in substantial compliance with all
applicable environmental regulations, unforeseen expenditures incurred in order
to remain in compliance with such laws and regulations, or unforeseen
environmental liabilities could have an adverse affect on Royal's business and
financial position. Additionally, there can be no assurance that changes in
environmental laws and regulations or their applications will not require
further expenditures by Royal.
Royal's patented RoyalEco(TM) technology enables the manufacture of building
products from a series of waste streams, including automobile trim, carpet and
construction site waste. During fiscal 2002, a variety of new products utilizing
the technology were successfully marketed, including DuraSlate(TM) roof tile,
the RoyalEco(TM) basement window system, a retaining system for the edges of
patio stones and bases for storage sheds.
RoyalEco(TM) technology makes a substantial contribution to the improvement of
the environment by diverting waste from landfill sites. During the last few
years, the technology was refined to enable waste from blue box programs and
construction sites to be included as raw material. Royal intends to initiate use
of this material in the future.
Royal continues to be one of the largest recyclers of rigid PVC in the world,
with a facility now capable of recycling over 100 million pounds of PVC scrap
per year. The scrap is generated by a series of post industrial sources,
including customers, again diverting material that would otherwise end up in a
land fill site. Utilization of PVC recycling technology continues to increase.
(g) RAW MATERIALS
The principal raw material used by Royal is PVC resin. PVC prices tend to be
cyclical based on industry demand and supply factors. As PVC is 56%
chlorine-based (derived from widely available rock salt) and only 44%
hydrocarbon-based, its prices are not as significantly influenced as are other
plastic materials by movements in oil and gas prices and ethylene prices.
The market price for PVC resin, a major raw material consumed by Royal increased
in fiscal 2002 as demand increased at a greater rate than supply. However, PVC
resin prices remain below their peak in June 2000, primarily as a result of
additional capacity in the PVC industry coming on stream in North America.
Management believes that PVC prices will rise in the future, but that Royal's
integration will serve it well in this environment vis-a-vis non-integrated
competitors. As Royal produces a portion of its annual PVC resin requirements
internally, it is partially insulated from variations in the market price of PVC
resins which do not relate to industry wide shifts in production costs.
27
ITEM 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION
This section should be read in conjunction with Royal's consolidated financial
statements for the years ended September 30, 2002 and 2001.
(1) ANNUALLY
The table below presents selected financial information for Royal for the
previous five fiscal years.
ROYAL GROUP TECHNOLOGIES LIMITED
SELECTED CONSOLIDATED FINANCIAL INFORMATION
FOR THE YEARS ENDED SEPTEMBER 30
(AUDITED)
(in thousands of dollars, except per share amounts)(1)
2002 2001 2000 1999 1998(5)
- ----------------------------------------------------------------------------------------------------------------------
Net Sales $1,915,230 $1,669,036 $1,549,481 $1,282,004 $1,050,103
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 129,160(9)(10) $ 117,438(6) $ 169,117 $ 149,969 $ 118,993(3)
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings per
Share-Basic(7) $ 1.40(9)(10) $ 1.29(6) $1.95 $1.75 $1.41(4)
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings per
Share-Fully Diluted(7) $ 1.38(9)(10) $ 1.27(6) $1.89(8) $1.68(8) $1.35(4)(8)
- ----------------------------------------------------------------------------------------------------------------------
Total Assets $2,833,967 $2,694,311 $2,539,036 $1,980,358 $1,501,400
- ----------------------------------------------------------------------------------------------------------------------
Net Assets $1,500,922 $1,361,687 $1,236,222 $913,201 $799,554
- ----------------------------------------------------------------------------------------------------------------------
Capital Stock $ 632,697 $ 608,776 $605,712 $450,708 $438,704
- ----------------------------------------------------------------------------------------------------------------------
Long Term Debt
(Excluding Current
Portion) $ 443,042 $ 544,861 $547,210 $577,431 $394,790
- ----------------------------------------------------------------------------------------------------------------------
Dividend(2) - - - - -
- ----------------------------------------------------------------------------------------------------------------------
No extraordinary items were recorded in any of the periods noted above.
Note(1): Monetary assets and liabilities denominated in U.S. dollars have been
translated into Canadian dollars at the rate of exchange in effect at
the balance sheet date. All revenue and expenses denominated in U.S.
dollars are translated at average rates in effect during the year.
Translation gains and losses are included in the consolidated
statements of operations, except those relating to the translation of
long-term debt, which are deferred and amortized on a straight-line
basis over the term of the debt.
28
Note(2): See (3) Dividend Policy-below.
Note(3): Before $2.9 million write down of land held for future use not
required for core operations.
Note(4): Before $0.03 per share write down of land held for future use not
required for core operations.
Note(5): Fiscal 1998 has been restated to reflect the change in accounting
method for product development and start- up costs adopted in 1999 as
described in note 1(g) of the Consolidated Financial Statements
contained in Royal's 1999 Annual Report.
Note(6): Includes working capital charge of $32 million before tax, or $0.24
per share after tax.
Note(7): Net Earnings, Net Earnings Per Share (Basic & Fully Diluted)
materially reflect results from continuing operations.
Note(8): 1998 to 2000 fully diluted Net Earnings Per Share restated for
adoption of the treasury method of calculating fully diluted weighted
average number of shares in 2001.
Note(9): Includes capital equipment charge of $23.5 million before tax, or
$0.18 per share after tax.
Note(10): Royal adopted section 3062 of the CICA handbook in fiscal 2002 and no
longer amortizes goodwill, which represented $5.9 million or $0.06 per
share for the full year fiscal 2001.
Basic and fully diluted net earnings per share have been calculated using the
following weighted average and maximum dilutive number of shares outstanding,
respectively:
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Weighted Average Shares 92,574,936 90,869,248 86,929,410 85,862,042 84,214,148
Maximum Dilutive Shares(1) 93,515,736 92,802,214 89,614,144 89,195,000 88,015,000
Note(1): 1998 to 2000 fully diluted net earnings per share have been restated
for adoption of the treasury method of calculating fully diluted
weighted average number of shares in 2001.
(2) QUARTERLY
Sales and income history on a quarterly basis for the previous eight fiscal
years is tabulated as follows:
ROYAL GROUP TECHNOLOGIES LIMITED
QUARTERLY CONSOLIDATED SALES AND INCOME DATA
(in thousands of dollars, except per share amounts)
FOR FISCAL QUARTER ENDED TOTAL DEC 31 Q1 MAR 31 Q2 JUN 30 Q3 SEPT 30 Q4
- ----------------------------------------------------------------------------------------------------------------------
2002
Net Sales $1,915,230 $384,220 $404,744 $579,330 $546,936
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 129,160(7)(8) $ 24,867 $ 26,207 $ 56,382 $ 21,704(7)
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $ 1.40(7)(8) $ 0.27 $ 0.28 $ 0.61 $ 0.23(7)
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share Fully Diluted $ 1.38(7)(8) $ 0.27 $ 0.28 $ 0.60 $ 0.23(7)
- ----------------------------------------------------------------------------------------------------------------------
29
FOR FISCAL QUARTER ENDED TOTAL DEC 31 Q1 MAR 31 Q2 JUN 30 Q3 SEPT 30 Q4
- -----------------------------------------------------------------------------------------------------------------------
2001
Net Sales $1,669,036 $353,648 $334,043 $506,949 $474,396
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) $ 117,438(6) $ 22,725 $ (5,134)(6) $ 49,873 $ 49,974
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) Per Share -
Basic $ 1.29(6) $ 0.25 $ (0.06)(6) $ 0.55 $ 0.55
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) Per Share -
Fully Diluted $ 1.27(6) $ 0.25 (0.06)(6) $ 0.54 $ 0.54
- -----------------------------------------------------------------------------------------------------------------------
2000
Net Sales $1,549,481 $320,128 $ 334,508 $459,835 $435,010
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 169,117 $ 29,737 $ 29,405 $ 56,768 $ 53,207
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $ 1.95 $ 0.35 $ 0.34 $ 0.66 $ 0.60
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Fully
Diluted(4) $ 1.89 $ 0.33 $ 0.33 $ 0.64 $ 0.58
- -----------------------------------------------------------------------------------------------------------------------
1999
Net Sales $1,282,004 $260,700 $ 272,063 $371,628 $377,613
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 149,969 $ 25,083 $ 25,445 $ 47,715 $ 51,726
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $ 1.75 $ 0.29 $ 0.30 $ 0.56 $ 0.60
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share- Fully
diluted $ 1.68(4) $ 0.29(5) $ 0.30(5) $ 0.55(5) $ 0.58(5)
- -----------------------------------------------------------------------------------------------------------------------
1998(3)
Net Sales $1,050,103 $211,436 $ 229,344 $304,098 $305,225
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 118,993(1) $ 18,402 $ 19,028 $ 39,725(1) $ 41,837
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $ 1.41(2) $ 0.22 $ 0.23 $ 0.47(2) $ 0.49
- -----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Fully
diluted $ 1.35(4) $ 0.22(5) $ 0.23(5) $ 0.47(2)(5) $ 0.49(5)
- -----------------------------------------------------------------------------------------------------------------------
1997(3)
Net Sales $ 848,741 $174,492 $ 175,539 $240,098 $258,612
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 91,663 $ 13,975 $ 14,473 $ 30,488 $ 32,727
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $ 1.13 $ 0.17 $ 0.18 $ 0.38 $ 0.40
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Fully
Diluted $ 1.06(4) $ 0.17(5) $ 0.18(5) $ 0.38(5) $ 0.40(5)
- ----------------------------------------------------------------------------------------------------------------------
1996(3)
Net Sales $ 675,092 $130,401 $ 133,442 $196,215 $215,034
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 67,153 $ 8,802 $ 9,017 $ 23,281 $ 26,053
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $ 0.87 $ 0.12 $ 0.12 $ 0.30 $ 0.33
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Fully
Diluted $ 0.81(4) $ 0.12(5) $ 0.12(5) $ 0.30(5) $ 0.32(5)
- ----------------------------------------------------------------------------------------------------------------------
30
FOR FISCAL QUARTER ENDED TOTAL DEC 31 Q1 MAR 31 Q2 JUN 30 Q3 SEPT 30 Q4
- -----------------------------------------------------------------------------------------------------------------------
1995
Net Sales $ 535,053 $113,621 $ 119,343 $149,515 $152,574
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings $ 46,613 $ 5,455 $ 7,014 $ 16,334 $ 17,810
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $ 0.66 $ 0.10 $ 0.10 $ 0.22 $ 0.24
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Fully
Diluted $ 0.59(4) $ 0.10(5) $ 0.10(5) $ 0.22(5) $ 0.24(5)
- ----------------------------------------------------------------------------------------------------------------------
No extraordinary items were recorded in each of the periods noted above.
Note (1): Before $2.9 million write down of land held for future use not
required for core operations.
Note (2): Before $0.03 per share write down of land held for future use not
required for core operations.
Note (3): Fiscal 1998 to 1996 have been restated to reflect the change in
accounting method for product development and start-up costs adopted
in 1999 as described in note 1(g) of the Consolidated Financial
Statements in the 1999 Annual Report.
Note (4): 1995 to 2000 fully diluted net earnings per share restated for
adoption of treasury method of calculating fully diluted weighted
average number of shares in 2001.
Note (5): Restated quarterly fully diluted net earnings per share for 1995 to
1999 not available.
Note (6): Includes working capital charge of $32 million before tax, or $0.24
per share after tax.
Note (7): Includes capital equipment charge of $23.5 million before tax, or
$0.18 per share after tax.
Note (8): Royal adopted section 3062 of the CICA handbook in fiscal 2002 and no
longer amortizes goodwill, which represented $5.9 million or $0.06
per share for the full year fiscal 2001.
Basic and fully diluted earnings per share have been calculated using the
following weighted average and maximum dilutive number of shares outstanding,
respectively:
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Weighted Average Shares 92,574,936 90,869,248 86,929,410 85,862,042 84,214,148
Maximum Dilutive Shares(1) 93,515,736 92,802,214 89,614,144 89,195,000 88,015,000
Note (1): 1998 to 2000 fully diluted net earnings per share restated for
adoption of the treasury method of calculating fully diluted weighted
average number of share in 2001.
The foregoing Selected Financial Information is supplemented by Item 6:
Management's Discussion and Analysis.
(3) DIVIDEND POLICY
Royal retains its earnings to finance the growth and development of its business
and does not expect to pay dividends in the immediate future. The Board of
Directors will review this policy from time to time in the context of Royal's
earnings, financial position and other relevant factors.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following Management's Discussion and Analysis is also contained in Royal's
Annual Report for fiscal 2002 filed previously with Canadian securities
regulators. This information should be read in conjunction with Royal's
consolidated financial statements and notes prepared
31
in accordance with Canadian generally accepted accounting principles for the
years ended September 30, 2002 and 2001, which financial statements are
incorporated by reference herein. See also the two material change reports, each
dated January 31, 2003, filed by Royal subsequent to its fiscal 2002 year-end
and prior to the date hereof relating to a downgrade of Royal's outstanding
commercial paper and revised first quarter earnings guidance. This section
provides additional analysis of Royal's operations, financial condition and
outlook as at January 1, 2003 and also contains forward-looking statements and
should be read in conjunction with the factors set forth under "Risks and
Uncertainties" below and "Forward-Looking Statements" elsewhere in this Annual
Information Form.
OVERVIEW
Royal Group Technologies Limited ("the Group") is substantially engaged in the
manufacture and distribution of polymer-based home improvement, consumer and
construction products for sale primarily in the North American renovation,
remodeling and new construction industries. The Group is a vertically
integrated, innovative, technology-based growth company and strives to be a low
cost producer within its industry.
Currently the Group operates substantially in the seasonal North American
renovation and new construction markets. Accordingly, approximately three-fifths
of the Group's net sales and two thirds of its net earnings occur in its last
two quarters. As such, sales, and net earnings as a percentage of sales have
historically been significantly different on a by-quarter basis, as compared to
an annualized amount or rate. For the purposes of the following discussion the
terms "EBITDA" and "operating margin" are used interchangeably.
Earnings before interest, tax, depreciation, amortization and minority interest
(EBITDA) is not a recognized measure under Canadian generally accepted
accounting principles (GAAP). Management believes that in addition to net income
(loss), EBITDA is a useful supplemental measure as it provides investors with an
indication of cash available for distribution prior to debt service, capital
expenditures, income taxes and minority interest. Investors should be cautioned,
however, that EBITDA should not be construed as an alternative to (i) net income
(loss) determined in accordance with GAAP as an indicator of Royal Group's
performance or (ii) cash flows from operating, investing and financing
activities as a measure of liquidity and cash flows. Royal Group's method of
calculating EBITDA may differ from other companies and, accordingly, Royal
Group's EBITDA may not be comparable to measures used by other companies. For a
reconciliation between EBITDA and net income for the years ended September 30,
2000, 2001 and 2002, see Operating Margin sections of Management's Discussion
and Analysis.
(1) RESULTS FROM OPERATIONS
The following discussion has been prepared by management and is a review of the
Group's operating results and financial position for the years ended September
30, 2002, 2001 and 2000, which are based upon accounting principles generally
accepted in Canada. All amounts are in Canadian dollars unless specified
otherwise. This discussion and analysis of the Group's operations have been
derived from and should be read in conjunction with the Consolidated Financial
Statements and accompanying notes thereto appearing in the Group's Annual Report
2002 starting on page number 26. For fiscal 2002, the Group adopted Section
3062, of the CICA Handbook regarding Goodwill and other Intangible Assets.
Accordingly, goodwill no longer has
32
an impact on earnings through amortization; instead any impairment loss will be
charged against earnings. The Group performed the impairment test for goodwill
and concluded that the fair value of its operating segments exceeded the
carrying amount of assets, including that recorded for goodwill as of both
October 1, 2001 and September 30, 2002. This change in accounting policy
resulted in no goodwill being amortized in fiscal 2002, whereas in fiscal 2001
$5.9 million ($0.06 per share) of goodwill was amortized.
STATEMENTS OF EARNINGS
(in thousands of dollars, except percentage, share and per share amounts)
2002 2001 2000
- ----------------------------------------------------------------------------------------------------------------------
Net Sales $ 1,915,230 $ 1,669,036 $ 1,549,481
Cost of sales, operating expenses and other income 1,554,672 1,353,109 1,171,082
- ----------------------------------------------------------------------------------------------------------------------
Operating margin (EBITDA) 360,558 315, 927 378,399
Operating margin percentage 18.8% 18.9% 24.4%
Amortization 118,308 104,632 83,335
Interest and financing charges 54,081 56,546 46,592
- ----------------------------------------------------------------------------------------------------------------------
Earnings from operations 188,169 154,749 248,472
Income taxes 55,675 38,001 79,246
- ----------------------------------------------------------------------------------------------------------------------
Earnings before minority interest 132,494 116,748 169,226
Minority interest 3,334 (690) 109
- ----------------------------------------------------------------------------------------------------------------------
Net earnings 129,160 117,438 169,117
- ----------------------------------------------------------------------------------------------------------------------
Earnings per share:
Basic $ 1.40 $ 1.29 $ 1.95
Diluted $ 1.38 $ 1.27 $ 1.89
- ----------------------------------------------------------------------------------------------------------------------
Weighted average number of outstanding shares - Basic 92,574,936 90,869,248 86,929,410
- ----------------------------------------------------------------------------------------------------------------------
Weighted average number of outstanding shares -Diluted 93,515,736 92,802,214 89,614,144
- ----------------------------------------------------------------------------------------------------------------------
33
[SALES BY PRODUCT LINE - PIE CHARTS]
[SALES BY GEOGRAPHIC REGION - PIE CHARTS]
YEAR ENDED SEPTEMBER 30, 2002 AS COMPARED TO THE YEAR ENDED SEPTEMBER 30, 2001
OVERALL NET SALES:
Consolidated net sales for the year ended September 30, 2002 increased 15% or
$246 million to a record $1.9 billion, from sales of $1.7 billion in 2001. The
overall sales increase was primarily due to the Marley Mouldings LLC ("Marley")
acquisition, as well as unit volume increases in the majority of product lines
and slightly higher average selling prices offset by a decline in Window
Covering and RBS & Foreign Operations sales. Excluding Marley, net sales for
fiscal 2002 grew organically by 6% over 2001.
The following table summarises net sales by segment (in $ millions):
NET SALES BY SEGMENT
- --------------------------------------------------------------------------------------
2002 2001 % CHANGE
- --------------------------------------------------------------------------------------
Product segment:
Home Improvement Products 1,002 756 33%
Consumer Products 513 491 4%
Construction Products 237 211 13%
RBS/Foreign Operations 105 122 (14%)
- --------------------------------------------------------------------------------------
1,857 1,580 18%
- --------------------------------------------------------------------------------------
34
- --------------------------------------------------------------------------------------
2002 2001 % CHANGE
- --------------------------------------------------------------------------------------
Support segment:
Materials 434 371 17%
Service 118 205 (42%)
Machinery & Tooling 63 87 (28%)
- --------------------------------------------------------------------------------------
615 663 (7%)
- --------------------------------------------------------------------------------------
Intra-Group elimination (557) (574)
- --------------------------------------------------------------------------------------
Consolidated net sales 1,915 1,669 15%
- --------------------------------------------------------------------------------------
PRODUCT SEGMENT:
Product segment sales for the year ended September 30, 2002 increased 18% or
$277 million to $1,857 million from $1,580 million in 2001. The increase was led
by Home Improvement Products increasing 33% from the prior year. The increase
was attributable to both the acquisition of Marley and higher unit volumes sold
in custom profiles and exterior cladding, as well as some modest selling price
increases. Consumer Products contributed $21.7 million to the overall Group's
sales growth. It was led by 15% growth in Outdoor Products and 11% growth in
Housewares & Furniture. Much of the growth in Outdoor Products was due to market
penetration in areas such as fencing and decking products as certain
applications of pressure treated wood are being phased out. The growth in
Housewares & Furniture sales was due to unit volume increases and new product
line introductions. Detracting from the Consumer Products growth was a 3%
decrease in Window Coverings sales. Competition from Asia in the ready-made
market segment led to some price decreases for certain Window Covering product
lines. Continuing in fiscal 2003, the Window Coverings Division will focus on
shifting toward higher margin, cut-to-fit and custom Window Covering programs.
Construction Products increased 13% from the prior year, due to higher unit
volumes sold in Pipe & Fittings coupled with modest selling price increases for
Pipe & Fittings, as well as moderate unit volume increases from Commercial
Doors. Offsetting the overall Product segment revenue growth was the $17.5
million (14%) decrease in net sales from Royal Building Systems & Foreign
Operations. Economic conditions in South America and particularly in Argentina
led to lower unit volumes being sold. Management continues to build on foreign
growth by manufacturing other core building products in addition to the Royal
Building Systems(TM) profiles with its existing infrastructure.
SUPPORT SEGMENT:
Support segment sales for the year ended September 30, 2002 decreased, as
expected, 7% or $47.8 million to $615.6 million from $663.4 million in 2001.
This segment represents materials, machinery & tooling and services provided
predominately to the Product segment. The decrease in net sales was primarily
due to the completion of our industrial complex in the Toronto area and related
added capacity expansion in the prior fiscal year. The decrease was partially
offset by increased sales of materials due to higher demands from the Product
segment.
35
For fiscal 2003, Support segment sales are expected to decrease again as the
sale of certain non-strategic business units occurred in the latter part of
2002. Partially offsetting this expected decrease will be an increase in
material sales to support the projected increases in Product segment sales.
GEOGRAPHIC SALES DISTRIBUTION:
During fiscal 2002, sales to non-Canadian customers, including foreign-based
sales and exports from Canadian operations, increased to 70.5% of total sales
from 66.6% in 2001. Much of this increase was due to the Marley acquisition.
In light of current economic conditions, an overall net sales growth rate
consistent with fiscal 2002 is expected, emanating from continued growth in
demand for our current product lines and contributions from the introduction of
new products and/or product applications.
OPERATING MARGIN:
Overall:
A one-time non-cash charge of $23.5 million resulting from a comprehensive
review of all operating assets was recorded in fiscal 2002. Principally, the
charge represents the write-off of first generation recycling equipment and
tooling, as well as certain equipment previously used in production of certain
window coverings. The first generation recycling equipment have recently been
replaced by second generation technologies which have enabled entry into more
efficient production of products such as roof tiles, window & door components,
decking and railing.
The Group's overall operating margin for the year ended September 30, 2002
increased by $44.7 million or 14.1% to $360.6 million compared to $315.9 million
last year. EBITDA as a percentage of sales decreased slightly to 18.8% from
18.9% last year. Raw material costs as a percentage of sales decreased to 42.6%
from 43.4% last year due primarily to the average resin cost for the year being
lower than the previous year. For fiscal 2003, management expects the raw
material cost percentage to be in the range of 41.5 to 42.5%.
Labor and overhead costs as a percentage of sales were 13.6% and 10.3%
respectively, and compare to 13.6% and 9.6% last year. Higher variable costs and
lower fixed cost absorption were due to lower than expected sales volumes,
particularly in the Window Coverings division. In addition, higher amortization
cost contributed to the increase in overhead rates. For fiscal 2003,
Management's focus is to improve on capacity utilization to lower labor and
overhead costs as a percentage of sales.
Selling and distribution costs as a percentage of sales increased to 13.4% from
12.5% due to increased transportation costs, the inclusion of Marley sales
involving more in-store sales oriented costs and costs associated with
introduction of new products or marketing programs. In particular, significant
selling costs were incurred in preparation for the roll-out of new custom and
cut-to-fit window covering programs. General and administration cost remained
constant at 6.3% of sales for both years.
Product segment EBITDA for the year ended September 30, 2002 increased by $41
million or 27% to $194.4 million compared to $153.4 million last year. EBITDA as
a percentage of sales
36
increased to 10.5% from 9.7% last year. The increase was primarily due to lower
average raw material cost.
Support segment EBITDA for the year ended September 30, 2002 increased $3.6
million or 2% to $166.1 million from $162.5 million in 2001. EBITDA as a
percentage of sales increased to 27% from 24.5% last year. This increase was
primarily due to lower average resin costs. In addition, the Materials division,
which has higher operating margins, now makes up a larger percentage of the
Support segment with the sale of certain non-strategic businesses.
For fiscal 2003, Management anticipates the Group's overall EBITDA as a
percentage of sales to be approximately 21%, returning to historical levels of
23 to 24% over the next few years.
AMORTIZATION EXPENSE:
Amortization expense as a percentage of sales was 6.2%, slightly lower than the
6.3% experienced last year. This expense increased to $118.3 million from $104.6
million for last year due to added capacities in both operating segments, the
capital expenditure program undertaken during the past two years, and the Marley
acquisition. Partially offsetting this increase, was the absence of goodwill
amortization in fiscal 2002 (as discussed earlier).
In the Products segment, amortization expense as a percentage of sales was 4.5%
for both fiscal 2002 and 2001. This expense increased by $12.7 million from
$71.1 million for the same period last year due primarily to the inclusion of
Marley.
In the Support segment amortization expense as a percentage of sales was 5.6%,
greater than the 5.0% experienced last year. This expense increased by $1.0
million from $33.5 million for last year due primarily to added capacities in
the recycling division and manufacturing facility additions.
INTEREST AND FINANCING CHARGES:
As anticipated, interest and financing charges decreased as a percentage of
sales, to 2.8% from 3.4% last year. Interest expense decreased by $2.5 million
from $56.5 million due to the Group's effective interest rates being lower than
those experienced in 2001 and the lower level of loan utilization for working
capital and capital spending purposes. Partially offsetting the decrease was the
reduction in capitalized interest costs in fiscal 2002 to $3.6 million as
compared to the $8.2 million that had been capitalized in fiscal 2001. During
the year, the Group's capital expenditures and the acquisition of Marley were
financed from cash flow from operations.
INCOME TAX EXPENSE:
In fiscal 2002, income tax expense as a percentage of earnings before income
taxes increased to 29.6% from 24.6%. The increase was due to a $9 million
one-time tax reduction in fiscal 2001 resulting from favourable provincial tax
legislation passed in June 2001. For fiscal 2003, management expects an overall
income tax rate of approximately 29%.
37
NET EARNINGS AND EARNINGS PER SHARE:
Net earnings in 2002, increased $11.8 million to $129.2 million or 7% of net
sales up from $117.4 million or 7% of net sales for the previous year. Fully
diluted earnings per share for fiscal 2002 was $1.38 compared to $1.27 in fiscal
2001. The average number of shares outstanding for fiscal 2002 on a fully
diluted basis was approximately 93.5 million or 0.7 million greater than in
fiscal 2001. Royal adopted Section 3062 of the CICA Handbook in fiscal 2002 and
no longer amortizes goodwill, which represented approximately $5.9 million or
$0.06 per share during fiscal 2001.
[EBITDA - BAR CHART]
[EBIT - BAR CHART]
[NET EARNINGS - BAR CHART]
[CONSOLIDATED CASH FLOW - BAR CHART]
[CONSOLIDATED FREE CASH FLOW - BAR CHART]
[INVESTING ACTIVITIES - BAR CHART]
[WORKING CAPITAL - BAR CHART]
[PROPERTY, PLANT AND EQUIPMENT - BAR CHART]
(2) LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW:
In fiscal 2002, the Group generated cash flow of $286.4 million, an increase of
$30.9 million over $255.5 million generated in the prior year. During the three
years ended September 30, 2002, the Group's cash flow aggregated $822.3 million.
Cash flow from operations and debt proceeds were used to finance working capital
expansion, acquisitions and capital spending.
38
Also contributing to positive cash flow in fiscal 2002 was the proceeds from the
sale of non-strategic assets. For 2002, $68.0 million was generated from the
sale of non-strategic assets including the sale of excess real estate, a
corporate plane and divestiture of certain businesses within the Support
segment.
WORKING CAPITAL:
A summary of the Group's consolidated working capital position at September 30
is set out below:
2002 2001
- -----------------------------------------------------------------------------
Working Capital (in millions of dollars) 167.5 179.8
Current Ratio 1.22x 1.28x
Working capital was $167.5 million at September 30, 2002, $12.3 million less
than the prior year's $179.8 million. As a measure of asset management,
receivable days were 62 at September 30, 2002, representing a slight improvement
from 63 days last year. Days inventory increased by 3 days to 141 from 138 days
last year. Slightly higher days inventory occurred primarily as a result of
larger customers reducing inventories on hand and a build up of Consumer
Products inventory as sales for the last quarter were softer than anticipated.
The method used to calculate days receivable and days inventory was changed
during fiscal 2002 to better reflect the monthly movements and the seasonal
aspects of the Group. Management's focus for fiscal 2003 is to balance
production efficiencies with inventory carrying costs. This should lead to an
overall lower days inventory.
CAPITAL SPENDING:
Overall capital spending including acquisitions, for the years ended September
30, 2002 & 2001 is summarised below:
(IN MILLIONS OF DOLLARS) 2002 2001
- -------------------------------------------------------
Capital expenditures 133.3 208.1
Acquisitions 149.2 4.9
- -------------------------------------------------------
Total capital spending 282.5 213.0
For the year ended September 30, 2002, capital expenditures amounted to $133.3
million compared to $208.1 million for the same period last year. Approximately
$98 million was expended in the Product segment, with the remaining $35 million
expended in the Support segment for added capacities in the materials division.
During 2002, the Group acquired 100% equity interests in certain businesses for
an aggregate consideration of $149.2 million. The largest of the acquisitions
was the purchase of Marley, which accounted for approximately 95% of the total
cost of the acquisitions for the year.
39
For fiscal 2003, excluding possible business acquisitions, the Group anticipates
capital spending to be approximately $130 million, composed of $90 million for
additional equipment and $40 million for tooling necessary to produce new
products.
LONG TERM DEBT AND FINANCIAL INSTRUMENTS:
The Group has an authorized $700 million revolving, unsecured bank credit
facility with a syndicate of banks, of which a net of $38.0 million was drawn at
September 30, 2002 and $345.8 million was committed as back-up liquidity to
outstandings on the Group's commercial paper program at September 30, 2002. The
bank credit facility can be used for working capital requirements, acquisitions
and capital expenditures. The Group is authorizing a $400 million commercial
paper program in Canada. In addition the Group has an authorized $400 million
medium term note program in Canada. This program is unsecured, ranking pari
passu with the bank credit facility. At September 30, 2002, the funded debt to
total capitalization was 38.0%, an improvement from the prior year's 41.4%.
Management believes that the Group's anticipated cash flow from operations and
available credit under its existing financing arrangements are sufficient to
meet its working capital and capital spending requirements, as well as debt
service requirements, including the seasonal natures thereof.
YEAR ENDED SEPTEMBER 30, 2001 AS COMPARED TO THE YEAR ENDED SEPTEMBER 30, 2000
Consolidated net sales for the year ended September 30, 2001 increased 8% or
$119.6 million to $1.7 billion, from sales of $1.6 billion in 2000. The sales
increase was primarily due to unit volume increases in all major product lines
and despite industry-wide market contractions experienced in some product areas.
The effects of acquisitions completed during the year were offset against the
prior year divestiture of our residential door manufacturer.
Products segment sales for the year ended September 30, 2001 increased 6% or $96
million to $1,580 million from $1,484 million in 2000. RBS & Foreign Operations
led the way with a 8% increase over the prior year. This was due to higher
volumes sold in building systems. Home Improvement Products grew by 7%, which
was led by an increase in Exterior Cladding of 13% or $28 million over the prior
year. This was primarily due to higher unit volumes and slightly higher selling
prices. Home Improvement Products rate of growth continued to outpace the 2001
growth forecasts for the North American repair and remodeling industry.
Construction Products increased 6% over the prior year on account of a 5%
increase in pipe & fittings despite lower unit prices in pipe products. Consumer
Products increased 6% over the prior year with housewares & furniture up 37%.
Support segment sales for the year ended September 30, 2001 decreased 10% or $71
million to $663.4 million from $734.4 million in 2000. This expected decrease
was primarily due to the completion of our industrial complex in Woodbridge and
related added capacity expansion. The decrease was partially offset by increased
third party sales of machinery and equipment during the last 6 months of the
fiscal year.
During fiscal 2001, sales to non-Canadian customers, including foreign-based
sales and exports from Canadian operations increased slightly to 66.6% of total
sales from 66.4% for the same
40
period in 2000. Increases in sales volume rates of the building system increased
in foreign markets to 11% from 9% last year.
Earnings during fiscal 2001 were negatively impacted by the following: higher
variable costs and lower fixed cost absorption, due to lower than expected sales
volumes; the unusually abrupt increase in raw material costs, which reached
their peak during last summer; and a special charge of $32 million resulting
from a comprehensive review of major operations prompted by the increasing
severity of the economic slowdown. Specifically the charge represents allowances
for doubtful receivables in Window Coverings and Argentina, and inventory
provisions and allowances for slow moving goods, as a result of the economic
slowdown, as well as the write down to net realizable value of inventory of
lower margin product lines to be discontinued.
The Group's overall operating margin, excluding the $32 million charge, for the
year ended September 30, 2001 decreased by $30.5 million or 8% to $347.9 million
compared to $378.4 million in 2000. EBITDA as a percentage of sales decreased to
20.8% from 24.4% last year.
Raw material costs as a percentage of sales increased slightly to 43.4% from
43.0% last year due primarily to a change in sales mix during the year from
higher margin products. As average resin cost declined during the year, the
Group was still working through higher cost inventory from prior year when resin
costs peaked last summer.
Labor and overhead costs as a percentage of sales were 13.6% and 9.6%
respectively, compared to 12.8% and 8.7% last year. Higher variable costs and
lower fixed cost absorption were due to lower than expected sales volumes,
particularly in the fourth quarter. In addition higher amortization cost due to
added capacities and costs associated with moving production facilities into the
new industrial complex, increased overhead cost.
Selling and distribution costs as a percentage of sales increased to 12.5% from
11.0% due to increased transportation and warehousing cost and higher allowance
for doubtful accounts as a result of the economic environment. General and
administration cost as a percentage of sales increased to 6.3% from 5.9% last
year due to a higher level of expenditures in anticipation of achieving higher
sales volumes.
Product segment EBITDA for the year ended September 30, 2001, excluding the $32
million charge, decreased by $53.3 million or 22% to $185.4 million compared to
$238.7 million last year. EBITDA as a percentage of sales decreased to 11.7%
from 16.1% last year. The decrease was due to higher raw material costs due to
the change in product mix and higher variable and lower fixed cost absorption as
a result of lower than expected sales volumes.
Support segment EBITDA for the year ended September 30, 2001 increased $22.8
million or 16.3% to $162.5 million from $139.7 million in 2000. EBITDA as a
percentage of sales increased to 24.5% from 19.0% last year. This increase was
primarily due to lower average resin costs and a change in mix.
Amortization expense as a percentage of sales was 6.3% slightly higher than the
5.4% experienced last year. This expense increased by $21.3 million from $83.3
million for the same period last year due to capital expenditure programs
undertaken in both operating segments during the past two years.
41
In the Products segment, amortization expense as a percentage of sales was 4.5%,
higher than the 3.9% experienced last year. This expense increased by $12.9
million from $58.2 million last year due primarily to added capacities in custom
profiles and window covering product lines.
In the Support segment, amortization expense as a percentage of sales was 5.0%,
higher than the 3.4% experienced last year. This expense increased by $8.3
million from $25.2 million last year due primarily to added capacities in the
material processing and recycling companies and manufacturing facility
additions.
As anticipated, interest and financing charges increased as a percentage of
sales to 3.4% from 3.0% last year. Interest expense increased by $10 million
from $46.6 million due to a higher level of loan utilization for working capital
and capital spending purposes, as the Group's effective interest rates were
relatively consistent with those experienced in 2000. During the year, the
Group's capital expenditure program was financed with cash flow from operations
and operating line proceeds.
In fiscal 2001, income tax expense as a percentage of earnings before income
taxes decreased to 24.6% from the 31.9% in 2000. The rate reduction was
primarily due to favourable provincial tax legislation passed in June 2001
resulting in a $9 million tax reduction.
Net earnings in 2001, excluding the $32 million charge, were $141.5 or 9% of
sales compared to $169.1 or 10.9% of net sales for the previous year. On a fully
diluted basis, net earnings per share, before the charge, for fiscal 2001 was
$1.52 compared to $1.89 in fiscal 2000. During the year and in accordance with
The Canadian Institute of Chartered Accountants, the Group adopted the treasury
method in calculating fully diluted earnings per share. The change was applied
on a retroactive basis, with the effect of reducing September 30, 2000 reported
diluted earnings per share by $0.01 to $1.89. The average number of shares
outstanding for fiscal 2001 on a fully diluted basis was approximately 92.8
million or 3.2 million higher than in fiscal 2000.
(3) RISKS AND UNCERTAINTIES
The Group operates in many markets each of which involves various risk factors,
uncertainties and other factors affecting the Group specifically or the markets
generally. The Group's future performance could be affected by these factors,
which in some cases have affected, and which in the future could affect, the
Group's actual results and could cause the Group's actual results for 2003 and
beyond to differ materially from those expressed in any forward-looking
statements made by or on behalf of the Group. These risks and uncertainties
include fluctuations in the level of renovation, remodeling and construction
activity, changes in the Group's product costs and pricing, an inability to
achieve or delays in achieving savings related to the cost reductions or
revenues related to sales price increases, consolidation and restructuring
programs, changes the Group's product mix, the growth rate of the markets in
which the Group's products are sold, market acceptance and demand for the
Group's products, changes in availability or prices for raw materials, pricing
pressures resulting from competition, difficulty in developing and introducing
new products, failure to penetrate new markets effectively (particularly in
developing countries), the effect on foreign operations of currency
fluctuations, tariffs, nationalization, exchange controls, limitations on
foreign investment in local business and other political, economic and
regulatory risks, difficulty in preserving proprietary technology, changes in
environmental regulation and currency risk exposure. Certain of these risks and
uncertainties are described in more detail below:
42
- - The Group's business is substantially related to the North American
renovation, remodeling and construction markets, both residential and
industrial/commercial. Therefore, the demand for the products manufactured
and distributed by the Group is affected by changes in the general state of
the North American economy, including renovation and remodeling, new
housing starts and the level of construction activity in general.
- - The price and availability of raw materials, and in particular PVC resin,
represents a substantial portion of the cost of manufacturing the Group's
products. Historically, there have been fluctuations in these raw
materials' prices and in some instances price movements have been volatile
and affected by circumstances beyond the Group's control. There can be no
assurance that the Group can pass on increases from normal market
fluctuations in the price of PVC resin to its customers through increases
in selling price, or otherwise absorb such costs increases without
significantly affecting its margins. In addition, the industry has
occasionally found certain raw materials to be in short supply.
- - As the Group continues to expand the scope of its activities in foreign
markets, it becomes exposed to a greater risk of foreign exchange
fluctuations. The Group attempts to minimize risks associated with currency
fluctuations through matchings of the currency of debt financing and the
currency of certain raw material purchases to the currency of sales or
asset acquisitions. This, however, is not always economically practical and
the Group may not be able to offset all of its foreign market risks. While
the Group has not entered into significant market instruments with respect
to foreign exchange hedging in the past, it may, if deemed necessary, do so
in a prudent fashion, in the future. The Group does not purchase derivative
instruments beyond those needed to hedge foreign currency requirements.
- - Low cost foreign competitors continue to be a threat to the Group's cost
structure, particularly in its consumer product lines. The Group attempts
to minimize risks associated with this by striving to reduce costs when
feasible and/or offer enhanced customer services.
- - The Group provides trade credit to its customers in the normal course of
business. The Group carries out credit evaluations of its customers and
provides an allowance for potential credit losses, which, when realized,
have for the most part been within the range of management's expectations.
The Group's credit risk is minimized by the product and geographic
diversity of its customer base. The Group's credit risk is further
minimized in certain product areas through the selective use from time to
time of trade credit insurance.
(4) CRITICAL ACCOUNTING POLICIES
The preparation of the Group's consolidated financial statements in conformity
with generally accepted accounting principles requires management to make use of
certain estimates and assumptions that affect the reported amounts in the
consolidated financial statements and the accompanying notes. These estimates
and assumptions are based on management's best knowledge of current events and
actions that the Group may undertake in the future. Actual results could differ
from those estimates. Estimates are used when accounting for items, the more
critical of which are: allowances for doubtful accounts receivable, inventory
obsolescence, and income taxes.
43
RECENT ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET ADOPTED:
Refer to Note 18e(ii) in the Notes to Consolidated Financial Statements on page
37 of the Group's Annual Report 2002, for the discussion of recent accounting
pronouncements issued but not yet adopted.
REVENUE RECOGNITION:
Revenue is recognized when the price is fixed or determinable, collectibility is
reasonably assured and upon shipment to or receipt by customers depending on
contractual terms.
ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE:
In order for management to establish the appropriate allowances for doubtful
accounts receivable, estimates are made with regards to general economic
conditions, interpreting customer aging trends and the probability of default by
individual customers. The failure to estimate correctly could result in bad
debts being either higher or lower than the determined provision as of the date
of the balance sheet.
INVENTORY OBSOLESCENCE:
In order for management to establish the appropriate provision for inventory,
estimates are made with regards to general economic conditions, interpreting
inventory turns, identifying slow moving items, customer demand patterns and
market acceptance of our products. The failure to estimate correctly could
result in inventory being either higher or lower than the determined valuation
as of the date of the balance sheet.
INCOME TAXES:
In order for management to establish the appropriate income tax asset and
liability valuation, estimates are made with regards to the realization of
future tax assets and increase of future tax liabilities. The ultimate
realization of future tax assets or assessments of future tax liabilities is
dependent upon the generation of future taxable income during the years in which
those temporary differences become deductible. The failure to estimate correctly
could result in some portion of the net income tax position not being realized.
(5) OUTLOOK
Management anticipates organic sales growth of approximately 10% per year for
the fiscal years 2003 through 2005, with 2005 sales reaching approximately $2.5
billion. EBITDA margins are expected to steadily increase over the three-year
period, reaching 23 to 24% in 2005, as manufacturing capacity is increasingly
utilized. Returns on invested capital are also anticipated to steadily increase
over the three-year period, rising to low double digit levels, as a result of
improving net profitability and declining capital expenditures.
ITEM 7. MARKET FOR SECURITIES
Royal's Subordinate Voting Shares were listed on The Toronto Stock Exchange
("TSX") and The Montreal Exchange ("ME") on November 30, 1994 under the symbol
"RYG". On April
44
2nd, 1996, Royal's Subordinate Voting Shares were listed on the New York Stock
Exchange ("NYSE") and also trade under the symbol "RYG". Royal's shares ceased
trading on the ME in December of 1999, as a result of consolidation of stock
exchanges in Canada. The trading history of the shares is as follows:
- ------------------------------------------------------------------------------------------------------------------
FISCAL QUARTER HIGH (TSX) LOW (TSX) VOLUME (000) CLOSE (TSX)
- ------------------------------------------------------------------------------------------------------------------
Q1-Fiscal 1998 $41.25 $30.00 11,367* $33.30
- ------------------------------------------------------------------------------------------------------------------
Q2-Fiscal 1998 $47.25 $31.00 9,187* $46.15
- ------------------------------------------------------------------------------------------------------------------
Q3-Fiscal 1998 $48.00 $36.00 7,434* $42.40
- ------------------------------------------------------------------------------------------------------------------
Q4-Fiscal 1998 $42.95 $25.50 11,033* $25.85
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Q1-Fiscal 1999 $36.00 $23.00 8,169* $34.05
- ------------------------------------------------------------------------------------------------------------------
Q2-Fiscal 1999 $39.45 $33.50 6,356* $37.20
- ------------------------------------------------------------------------------------------------------------------
Q3-Fiscal 1999 $44.40 $36.75 9,497* $43.25
- ------------------------------------------------------------------------------------------------------------------
Q4-Fiscal 1999 $44.00 $31.10 7,590* $31.55
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Q1-Fiscal 2000 $35.20 $24.75 10,596** $30.75
- ------------------------------------------------------------------------------------------------------------------
Q2-Fiscal 2000 $32.90 $26.00 9,380** $31.50
- ------------------------------------------------------------------------------------------------------------------
Q3-Fiscal 2000 $36.50 $28.00 8,309** $35.20
- ------------------------------------------------------------------------------------------------------------------
Q4-Fiscal 2000 $36.15 $28.50 10,437** $30.00
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Q1-Fiscal 2001 $31.40 $16.10 12,740** $18.75
- ------------------------------------------------------------------------------------------------------------------
Q2-Fiscal 2001 $27.20 $18.55 12,135** $23.25
- ------------------------------------------------------------------------------------------------------------------
Q3-Fiscal 2001 $29.50 $20.00 12,739** $27.95
- ------------------------------------------------------------------------------------------------------------------
Q4-Fiscal 2001 $30.00 $19.94 12,763** $23.95
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Q1-Fiscal 2002 $29.49 $21.90 17,216** $29.38
- ------------------------------------------------------------------------------------------------------------------
Q2-Fiscal 2002 $32.40 $28.05 14,460** $30.15
- ------------------------------------------------------------------------------------------------------------------
Q3-Fiscal 2002 $32.20 $28.67 16,953** $31.48
- ------------------------------------------------------------------------------------------------------------------
Q4-Fiscal 2002 $31.97 $13.06 25,607** $13.70
- ------------------------------------------------------------------------------------------------------------------
* TSX, ME and NYSE
** TSX and NYSE
During the period from September 30, 1997 to September 30, 2002, Royal's
Subordinate Voting Shares declined in value by 65%, while S&P/TSX Composite
Index declined by 12% and the TSX Building Materials Index declined by 26%.
45
ITEM 8. DIRECTORS AND OFFICERS
The following table identifies the directors of Royal, their occupation and the
percentage of each share class, beneficially owned, directly or indirectly, or
over which control or direction is exercised, as of January 1, 2003. The
directors were last elected on February 20, 2002 and are elected on an annual
basis.
- ----------------------------------------------------------------------------------------------------------------------------
MUNICIPALITY OF OCCUPATION/POSITION
NAME RESIDENCE WITH ROYAL SHARES(%)(2) DIRECTOR SINCE
- ----------------------------------------------------------------------------------------------------------------------------
Vic De Zen Woodbridge, Chairman and Chief 100% MVS September 26, 1994
Ontario Executive Officer, 0.01% SVS
Royal Group Technologies
Limited
- ----------------------------------------------------------------------------------------------------------------------------
Douglas Dunsmuir Toronto, President, 1.50% SVS September 26, 1994
Ontario Royal Group Technologies
Limited
- ----------------------------------------------------------------------------------------------------------------------------
Gwain Cornish Campbellville, Senior Vice President, 0.01% SVS September 26, 1994
Ontario Royal Group Technologies
Limited
- ----------------------------------------------------------------------------------------------------------------------------
Ron Goegan Sharon, Chief Financial Officer, 0.01% SVS December 17, 2001
Ontario Royal Group Technologies
Limited
- ----------------------------------------------------------------------------------------------------------------------------
Mario Cadorette Ste. President, 0.01% SVS September 26, 1994
Therese, Royal Window Coverings
Quebec (Canada) Inc.
- ----------------------------------------------------------------------------------------------------------------------------
Gregory Sorbara(1) Richmond Hill, Ontario Partner, 0.01% SVS September 26, 1994
The Sorbara Group
- ----------------------------------------------------------------------------------------------------------------------------
Ronald Slaght(1) Toronto, Partner, 0.03% SVS September 26, 1994
Ontario Lenczner Slaght Royce
Smith Griffin, Barristers
- ----------------------------------------------------------------------------------------------------------------------------
Ralph Brehn(1) Ste-Agathe Retired, 0.01% SVS May 2, 1995
Nord, Quebec Former President Hunter
Douglas Canada
- ----------------------------------------------------------------------------------------------------------------------------
Irvine Hollis Chatsworth, Management Consultant, 0.01% SVS May 2, 1995
Ontario I. Hollis Management
Consultants Inc.
- ----------------------------------------------------------------------------------------------------------------------------
Note (1): Member of the Audit Committee.
Note (2): MVS = Multiple Voting Shares SVS = Subordinate Voting Shares.
46
Royal has been able to develop a strong management team by attracting people
with a broad range of skills, training and experience. The senior management
team assists in setting the strategic direction of the corporation and in
providing certain centralized services to the business units.
The following are brief biographies of the senior executive management team:
VIC DE ZEN, acts as Chairman of the Board and Chief Executive Officer. He has
driven Royal since its inception in 1970. Royal has grown to become North
America's largest extruder of PVC building products through the vision and
leadership of Mr. De Zen. Originally a tool and die maker by trade, Mr. De Zen
is a recognized leader in his field. Among his overall managerial
responsibilities, he leads Royal's research and development activities, which
are a critical factor in Royal's success. He has developed new extrusion
processes and the patented vacuum sizer technology, and is presently handling
the development of several new products and technologies, most notably
RoyalEco(TM) technology. He sets the strategic direction of the company with his
senior managers and is involved in all major matters affecting Royal.
DOUGLAS DUNSMUIR, serves as President. Mr. Dunsmuir joined Royal in 1986, and
has been involved with Vic De Zen in strategic planning, operational management
as well as negotiation of all of Royal's major transactions since joining the
company. He has personally overseen the execution of Royal's international
market penetration strategies. Prior to joining Royal, Mr. Dunsmuir was a
partner at the law firm Catzman, Wahl, which provided legal services to Royal.
GWAIN CORNISH, has served as Senior Vice President since joining Royal in 1987.
Mr. Cornish is involved with major raw material purchasing marketing, research
and development, operations management and strategic planning. From 1971 to 1986
he was with the BF Goodrich Chemical Company attaining the position of Vice
President of Sales and Director of the Board.
RONALD GOEGAN, succeeded Gary Brown as Chief Financial Officer effective
December 1, 2001. Mr. Goegan joined Royal in 1990 as Director of Corporate
Finance, becoming Vice President of Corporate Finance when Royal became a public
company in 1994. He is a Chartered Accountant and was previously with KPMG,
which provides audit and advisory services to Royal.
LU GALASSO, serves as Vice President and Director of Taxation. His primary
responsibilities include international and domestic tax planning and
coordination of income tax compliance matters. He is a Chartered Accountant and
was with Arthur Anderson prior to joining Royal in 1992.
As of January 1, 2003, the directors and senior executive management team, as a
group, beneficially own, directly or indirectly or exercise control or direction
over 15,935,444 Multiple Voting Shares representing 100% of the issued and
outstanding Multiple Voting Shares and 1,256,781 Subordinate Voting Shares
representing approximately 2% of the issued and outstanding Subordinate Voting
Shares.
There are no family relationships between any of the executive management,
operational management or directors of Royal. No directors or members of
executive management were appointed pursuant to agreement with major
shareholders, customers or suppliers.
47
In addition to the executive management of Royal, there are approximately 70 key
managers throughout Royal's various operation units. These managers tend to be
long-term employees with solid operating management experience.
Compensation paid, including benefits in kind granted to all of Royal's
directors and members of executive management, on an individual basis, by Royal
or its subsidiaries, are detailed in Royal's Management Proxy Circular, dated
January 1, 2003, incorporated herein by reference.
Over the past three fiscal years, two of the founding and major shareholders of
Royal, Vic De Zen and Domenic D'Amico, are known to have sold a portion of their
shareholdings. These share dispositions have been detailed in insider reports
filed with Canadian securities regulators.
Royal has a policy of not providing loans to any of its directors or senior
executives.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
During the year ended September 30, 2002, Royal disposed of a corporate airplane
and certain non-strategic land parcels for aggregate net cash proceeds of
$22,800,000, which was fair market value, to corporations affiliated with Vic De
Zen and Domenic D'Amico, each of whom is an insider, principal shareholder and
employee of Royal.
Except for such transactions, no director, senior officer, principal shareholder
or other insider of Royal, nor any associate or affiliate thereof, has or has
had any material interest, direct or indirect, in any transaction or in any
proposed transaction which has materially affected or would materially affect
Royal, its affiliates or any of their collective subsidiaries
CONTROLS AND PROCEDURES
Royal's principal executive officer and its principal financial officer, after
evaluating the effectiveness of Royal's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) on February 13, 2003,
have concluded that, as of such date, Royal's disclosure controls and procedures
were adequate and effective to ensure that material information relating to
Royal and its consolidated subsidiaries would be made known to them by others
within those entities.
There were no significant changes in Royal's internal controls or in other
factors that could significantly affect Royal's disclosure controls and
procedures subsequent to the date of their evaluation, nor were there any
significant deficiencies or material weaknesses in Royal's internal controls. As
a result, no corrective actions were required or undertaken.
48
ITEM 9. ADDITIONAL INFORMATION
Royal will provide to any person or company, upon request to the Corporate
Secretary:
(a) When securities of Royal are in the course of distribution pursuant to a
preliminary short form prospectus or a short form prospectus,
(i) one copy of Royal's Annual Information Form, together with a copy of
any document, or pertinent pages of any document, incorporated by
reference in the Annual Information Form,
(ii) one copy of the comparative financial statements of Royal's for
its most recently completed financial year together with accompanying
report of the auditor and one copy of the most recent interim
financial statements of Royal subsequent to the financial statements
for its most recently completed financial year,
(iii) one copy of Royal's information circular in respect of its most
recent annual meeting of shareholders that involved the election of
directors or one copy of any annual filing prepared in lieu of that
information circular, as appropriate, and
(iv) one copy of any other documents that are incorporated by reference
into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under (i) to (iii)
above; or
(b) At any other time, one copy of any documents referred to in clauses (a)
(i), (ii) and (iii) above, provided that Royal may require payment of a
reasonable charge if the request is made by a person who is not a security
holder of Royal.
Additional information including officers' and directors' remuneration and
indebtedness, principle holders of the issuer's securities, options to
purchase securities, and interests of insiders in material transactions,
where applicable, is contained in Royal's Management Proxy Circular, dated
January 1, 2003 which is hereby incorporated by reference. Additional
financial information is provided in Royal's consolidated financial
statements for the year ended September 30, 2002 which are hereby
incorporated by reference.
Additional information is also provided in two material change reports,
each dated January 31, 2003, filed by Royal subsequent to its fiscal 2002
year-end and prior to the date hereof relating to a downgrade of Royal's
outstanding commercial paper and revised first quarter earnings guidance,
respectively. Each of these reports is hereby incorporated by reference.
49
FORWARD-LOOKING STATEMENTS
The information in this document contains certain forward-looking statements
with respect to Royal Group Technologies Limited, its subsidiaries and
affiliates. These statements are often, but not always made through the use of
words or phrases such as "expects", "should continue", "believes",
"anticipates", "estimated" and "intends" or similar formulations. By their
nature, these forward-looking statements involve known and unknown risks,
uncertainties and other factors affecting Royal specifically or its industry
generally that could cause actual performance and financial results to differ
materially from those contemplated by the forward-looking statements. These
risks and uncertainties include fluctuations in the level of renovation,
remodeling and construction activity, changes in product costs and pricing, an
inability to achieve or delays in achieving savings related to the cost
reductions, or revenues related to sales price increases, consolidation and
restructuring programs, changes in product mix, the growth rate of the markets
into which Royal's products are sold, market acceptance and demand for Royal's
products, changes in availability or prices for raw materials, pricing pressures
resulting from competition, difficulty in developing and introducing new
products, failure to penetrate new markets effectively (particularly markets in
developing countries), the effect on foreign operations of currency
fluctuations, tariffs, nationalization, exchange controls, limitations on
foreign investment in local business and other political, economic and
regulatory risks, difficulty in preserving proprietary technology, changes in
environmental regulations, currency risk exposure and other risks described from
time to time in publicly filed disclosure documents and securities commission
reports of Royal Group Technologies Limited and its subsidiaries and affiliates.
In view of these uncertainties we caution readers not to place undue reliance on
these forward-looking statements. Statements made in this document are made as
of September 30, 2002 unless otherwise specified and Royal disclaims any
intention or obligation to update or revise any statements made herein, whether
as a result of new information, future events or otherwise.
50
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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
Royal Group Technologies Limited (the "Registrant") undertakes to make
available, in person or by telephone, representatives to respond to
inquiries made by the staff of the Securities and Exchange Commission
("SEC"), and to furnish promptly, when requested to do so by the SEC staff,
information relating to the securities in relation to which the obligation
to file an annual report on Form 40-F arises or transactions in said
securities.
B. CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed with the SEC a Form F-X in
connection with the Subordinate Voting Shares.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.
ROYAL GROUP TECHNOLOGIES LIMITED
Date: February 14, 2003 By: /s/ Vic De Zen
-------------------------------------------
Name: Vic De Zen
Title: Chairman and Chief Executive Officer
CERTIFICATIONS
I, Vic De Zen, Chairman and Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 40-F of Royal Group Technologies
Limited;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or any other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 14, 2003 By: /s/ Vic De Zen
-------------------------------------------
Name: Vic De Zen
Title: Chairman and Chief Executive Officer
I, Ronald Goegan, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 40-F of Royal Group Technologies
Limited;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or any other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 14, 2003 By: /s/ Ronald Goegan
-----------------------------------
Name: Ronald Goegan
Title: Chief Financial Officer
EXHIBIT INDEX
SEQUENTIALLY
EXHIBITS DESCRIPTION NUMBERED PAGE
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1 Audited Consolidated Financial Statements
for the Years Ended September 30, 2002
and 2001
2 Consent of KPMG LLP