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, 2003
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:
SUBORDINATE VOTING SHARES 77,285,173
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 2003
ANNUAL INFORMATION FORM
FEBRUARY 16, 2004
TABLE OF CONTENTS
ITEM 1. COVER PAGE..................................................... -
ITEM 2. CORPORATE STRUCTURE............................................ 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.................................... 8
(1) Overview.............................................. 8
(2) Products Segment......................................11
(3) Support Segment.......................................14
(4) Competition...........................................16
(5) Other Disclosures.....................................16
ITEM 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION....................20
(1) Annually..............................................20
(2) Quarterly.............................................22
(3) Dividend Policy.......................................23
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS...........................23
ITEM 7. MARKET FOR SECURITIES..........................................23
ITEM 8. DIRECTORS AND OFFICERS.........................................23
ITEM 9. ADDITIONAL INFORMATION.........................................26
Unless otherwise specified, this document presents information as at September
30, 2003.
Unless the context otherwise requires, all references to "Royal", "Royal Group",
"the Company" and the "Group" include Royal Group Technologies Limited, 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
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 "EXPECT", "SHOULD CONTINUE", "CONTINUE", "BELIEVE",
"ANTICIPATE", "ESTIMATE", "CONTEMPLATE", "TARGET", "PLAN", "BUDGET", "MAY",
"WILL", "SCHEDULE" AND "INTEND" OR SIMILAR FORMULATIONS. BY THEIR NATURE, THESE
FORWARD-LOOKING STATEMENTS ARE NECESSARILY BASED UPON A NUMBER OF ESTIMATES AND
ASSUMPTIONS THAT, WHILE CONSIDERED REASONABLE BY MANAGEMENT, ARE INHERENTLY
SUBJECT TO SIGNIFICANT, KNOWN AND UNKNOWN, BUSINESS, ECONOMIC, COMPETITIVE AND
OTHER RISKS, UNCERTAINTIES AND OTHER FACTORS AFFECTING ROYAL SPECIFICALLY OR ITS
INDUSTRY GENERALLY THAT COULD CAUSE ACTUAL PERFORMANCE, ACHIEVEMENTS 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; THE SUFFICIENCY OF OUR RESTRUCTURING ACTIVITIES, INCLUDING THE
POTENTIAL FOR HIGHER ACTUAL COSTS TO BE INCURRED IN CONNECTION WITH
RESTRUCTURING ACTIVITIES COMPARED TO THE ESTIMATED COSTS OF SUCH ACTIONS; THE
ABILITY TO RECRUIT AND RETAIN QUALIFIED EMPLOYEES; THE LEVEL OF OUTSTANDING DEBT
AND OUR CURRENT DEBT RATINGS; THE ABILITY TO MEET THE FINANCIAL COVENANTS IN OUR
CREDIT FACILITIES; 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; 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; ADVERSE RESOLUTION OF LITIGATION AND ADMINISTRATIVE AND INTELLECTUAL
PROPERTY DISPUTES; 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, 2003 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.
ITEM 2. CORPORATE STRUCTURE
(1) ROYAL GROUP TECHNOLOGIES LIMITED Royal was formed under the Canada Business
Corporations Act on November 25, 1994 by the amalgamation of Steelwood
Acquisition Inc. and Royal Plastics Group Limited, each of 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 77,285,173 Subordinate Voting Shares were
outstanding as of September 30, 2003. 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, Vaughan, 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 conducts its business under two operating segments: the Products Segment
and the Support Segment.
1
The Products Segment is comprised of 58 wholly-owned or joint-ventured business
units. The Support Segment is comprised of 17 wholly or joint-ventured owned
business units. The businesses are located primarily in Canada and the United
States 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 United
States 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 United States and
Canada.
(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
United States 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 include distribution, Group property management, research
and development, as well as certain centralizing of purchasing,
finance, administration, sales and marketing functions.
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 repatriation and currency exchange controls
of certain countries.
(a) Products Segment Subsidiaries
The following is a list of Royal's principal subsidiaries carrying on the
business of the Products Segment as of September 30, 2003, 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:
2
PERCENT PERCENT
JURISDICTION OWNERSHIP OF OWNERSHIP OF NON-VOTING
SUBSIDIARY OF INCORPORATION VOTING SECURITIES SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------
HOME IMPROVEMENT PRODUCTS
- ------------------------------------------------------------------------------------------------------------------------------
CUSTOM PROFILES
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Technologies Inc. Ontario 100% 100%
- - Candor Plastics Co. Division
- - Crown Plastics Extrusions Co. Division
- - Dominion Plastics Co. Division
- - Dynast Plastics Co. Division
- - Imperial Plastics Co. Division
- - Majestic Plastics Co. Division
- - Pillar Plastics Co. Division
- - Regal Plastics Co. Division
- - Ultimate Plastics Co. Division
- - Royal Patio Doors Co. Division
- - Royal Dynamics Co. Division
- - Royal Foam Co. Division
- - Royal Rainware Products Division
- ------------------------------------------------------------------------------------------------------------------------------
Custom Window Extrusions, Inc. Pennsylvania 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
RoyCom Limited Manitoba 60% N/A
- ------------------------------------------------------------------------------------------------------------------------------
King Extrusions Limited Washington 100% 100%
- ------------------------------------------------------------------------------------------------------------------------------
Royal Quebec Custom Limited Quebec 100% N/A
- - Montreal PVC Division
- - Industrial Plastics Division
- - Thermoplast Division
- ------------------------------------------------------------------------------------------------------------------------------
Royal Deluxe Profiles Limited Ontario 55% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Sierra Extrusions, Inc. Nevada 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Mouldings Limited Nevada 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
EXTERIOR CLADDING
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Technologies Inc. Ontario 100% 100%
- - Boncor Building Products Co. Division
- - Royalguard Vinyl Division
- - Roytec Vinyl Division
- - Royal Building Products Division
- - Residential Building Products Division
- ------------------------------------------------------------------------------------------------------------------------------
CONSUMER PRODUCTS
- ------------------------------------------------------------------------------------------------------------------------------
WINDOW COVERINGS
- ------------------------------------------------------------------------------------------------------------------------------
Royal Window Coverings (Canada) Inc. Canada 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------
Royal Window Coverings Mexico, S.A. De C.V. Mexico 60% N/A
- ------------------------------------------------------------------------------------------------------------------------------
3
PERCENT PERCENT
JURISDICTION OWNERSHIP OF OWNERSHIP OF NON-VOTING
SUBSIDIARY OF INCORPORATION VOTING SECURITIES SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------
HOUSEWARE AND FURNITURE
- ------------------------------------------------------------------------------------------------------------------------------
Royal Alliance Inc. Ontario 60% N/A
- - Gracious Living Industries Division
- - Royal Injection Division
- ------------------------------------------------------------------------------------------------------------------------------
OUTDOOR PRODUCTS
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Technologies Inc. Ontario 100% 100%
- - Royal Outdoor Products Co. Division
- - Prince Plastics Co. Division
- ------------------------------------------------------------------------------------------------------------------------------
Royal Crown Limited Indiana 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
CONSTRUCTION PRODUCTS
- ------------------------------------------------------------------------------------------------------------------------------
PIPE
- ------------------------------------------------------------------------------------------------------------------------------
Plastic Trends, Inc. Michigan 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Flex-Lox Pipe Limited Ontario 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Le-Ron Plastics Inc. Canada 75% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Technologies Inc. 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 BUILDING SYSTEMS AND FOREIGN OPERATIONS
- ------------------------------------------------------------------------------------------------------------------------------
NORTH AMERICA
- ------------------------------------------------------------------------------------------------------------------------------
American Buildings Product Corporation Massachusetts 80% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Technologies Inc. Ontario 100% 100%
- - Royal Building Technologies Division
- ------------------------------------------------------------------------------------------------------------------------------
MEXICO
- ------------------------------------------------------------------------------------------------------------------------------
Royal Building Systems De Mexico, S.A. de C.V. Mexico 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Mexico S.A. de C.V. Mexico 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Advanced Profiles, 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
- ------------------------------------------------------------------------------------------------------------------------------
Royal Do Brasil Technologies S.A. Brazil 88% N/A
- ------------------------------------------------------------------------------------------------------------------------------
POLAND
- ------------------------------------------------------------------------------------------------------------------------------
Royal Europa Sp.Zo.o. Poland 80% N/A
- ------------------------------------------------------------------------------------------------------------------------------
4
PERCENT PERCENT
JURISDICTION OWNERSHIP OF OWNERSHIP OF NON-VOTING
SUBSIDIARY OF INCORPORATION VOTING SECURITIES SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------
Royal Hurt, Sp.Zo.o Poland 80% 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 principal subsidiaries carrying on the
business of the Support Segment as of September 30, 2003, 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 PERCENT
JURISDICTION OWNERSHIP OF OWNERSHIP OF NON-VOTING
SUBSIDIARY OF INCORPORATION VOTING SECURITIES SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
SUPPORT SEGMENT
- ------------------------------------------------------------------------------------------------------------------------------
MATERIALS
- ------------------------------------------------------------------------------------------------------------------------------
Royal Polymers Limited Ontario 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Reagens Canada Ltd. Ontario 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Technologies Inc. Ontario 100% 100%
- - Royal Plastics Co. Division
- - Royal Ecoproducts Co. Division
- - Royal Global Co. Division
- - Royal Group Resources Co. Division
- - RoyalBond Co. Division
- - Royal Composites Co. Division
- - Royal Capital Stamping Co. Division
- ------------------------------------------------------------------------------------------------------------------------------
MACHINERY & TOOLING
- ------------------------------------------------------------------------------------------------------------------------------
Amut S.p.A. Italy 74% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Ariostea S.p.A. Italy 54% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Group Technologies Inc. Ontario 100% 100%
- - Royal Machine Manufacturing Co Division
- - Royal Tooling Co. Division
- ------------------------------------------------------------------------------------------------------------------------------
Vinyltech Inc. Ohio 80% N/A
- ------------------------------------------------------------------------------------------------------------------------------
SERVICES AND FACILITIES
- ------------------------------------------------------------------------------------------------------------------------------
Roadex Transport Ltd. Ontario 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Roybridge Investments (USA) Limited Delaware 100% N/A
- ------------------------------------------------------------------------------------------------------------------------------
Royal Martingrove-Steeles Properties Limited Ontario 75% 100%
- ------------------------------------------------------------------------------------------------------------------------------
5
(c) Non-operating Companies
The following is a list of Royal's principal subsidiaries that are non-operating
companies as of September 30, 2003, 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 PERCENT
JURISDICTION OWNERSHIP OF OWNERSHIP OF NON-VOTING
SUBSIDIARY OF INCORPORATION VOTING SECURITIES SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------
HOLDING
- --------------------------------------------------------------------------------------------------------------------------------
Royal Group Sales (USA) Limited Nevada 100% N/A
- --------------------------------------------------------------------------------------------------------------------------------
1299239 Ontario Limited Ontario 100% N/A
- --------------------------------------------------------------------------------------------------------------------------------
1284825 Ontario Limited Ontario 60% N/A
- --------------------------------------------------------------------------------------------------------------------------------
Novo Capital, Inc. Nevada 100% N/A
- --------------------------------------------------------------------------------------------------------------------------------
Royal Plastics Group (USA) Limited Delaware 100% 100%
- --------------------------------------------------------------------------------------------------------------------------------
R.B.S. (China) Limited BVI 100% N/A
- --------------------------------------------------------------------------------------------------------------------------------
Royal Group (China) Limited BVI 85% N/A
- --------------------------------------------------------------------------------------------------------------------------------
Royal Real Estate (USA) Limited Nevada 100% 100%
- --------------------------------------------------------------------------------------------------------------------------------
1429252 Ontario Limited Ontario 100% N/A
- --------------------------------------------------------------------------------------------------------------------------------
1429253 Ontario Limited Ontario 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
- --------------------------------------------------------------------------------------------------------------------------------
(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, marketing, 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.
"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.
"VCM" - Vinyl Chloride Monomer - which is the primary raw material used in the
production of PVC.
(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.
Free cash flow (use) is cash flow (earnings before minority interest plus items
not affecting cash), less change in non-cash working capital items, less
acquisition of property, plant and equipment. Free cash flow is not a recognized
measure under Canadian generally accepted accounting principles.
(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 75 wholly-owned or joint-ventured operating business
units. Today, these businesses are located predominantly in Canada and the
United States, 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.
Royal enhanced its vertical integration 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 the business of Marley Mouldings LLC
("Marley")(now operating under the name Royal Mouldings Limited), a manufacturer
of cellular-foam extrusions, including trim mouldings and components for window
and door frames. These products complement Royal's existing products sold
through home improvement retail stores and building product suppliers. In
addition, the acquisition of Marley's extensive sales and marketing team served
to strengthen Royal's position with customers, particularly in the United
States.
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 has helped improve Royal's competitive position.
During fiscal 2001, Royal completed construction of a new industrial complex in
Woodbridge, Ontario, comprising 14 plants totalling 4 million square feet. The
project enabled consolidation of 24 older plants totalling 1.1 million
7
square feet. The purpose of the new complex was to meet Royal's expected growth
needs for several years, while at the same time increasing manufacturing
efficiency.
During fiscal 2003, capacity utilization throughout the Group was below levels
necessary to attain desired efficiency. Royal has initiated a series of further
plant consolidations to improve efficiency.
During the three fiscal years ended September 30, 2003, Royal experienced
compound annual sales growth of 7%. Over this three year period, home
improvement product sales increased at a compound annual rate of 14%, consumer
products at 1%, construction products at 7% and Royal Building Systems and
Foreign Operations decreased 5%.
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 2003 as demand for PVC rose at a rate greater than
supply and energy costs spiked in the second quarter and remained very high
through year end, setting historically high market prices. Royal's integration
will serve it well in this environment vis-a-vis non-integrated competitors
since VCM/PVC cash margins are projected by the Petrochemical Industry Analysts
to increase over the next three years, as well as helping to ensure continuous,
ongoing supply. 2004 is expected to see more stable, flatter resin costs versus
2003, with a steady downward trend over the next four years as a result of
significant capacity coming on stream in both feedstocks and PVC resin
domestically but particularly in traditional Asian export markets.
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.
The following chart illustrates the composition of Royal's two operating
segments during fiscal 2003:
8
[ROYAL GROUP TECHNOLOGIES LIMITED CHART]
The Support Segment also sells relatively small amounts of non-proprietary
products to third parties.
In December 2003, Royal announced that it will change its reporting of Product
Group Sales to better reflect refinement of its strategic direction.
As a result of analysis of each of Royal's business activities during fiscal
2003, the Company is reshaping its strategic focus. Royal will increasingly
focus on its core home improvement product businesses, as well as certain niches
within consumer and construction products markets that provide opportunity for
acceptable profitability.
The following chart illustrates the structure of the Products Segment and
Support Segment going forward:
9
[ROYAL GROUP TECHNOLOGIES CHART]
[PRODUCTS SEGMENT CHART]
10
During the fiscal year ended September 30, 2003, sales reached $1.885 billion, a
decrease from fiscal 2002 sales of $1.915 billion of approximately 2%. Detailed
sales by segment and product line are noted as follows:
NET SALES BY SEGMENT AND PRODUCT LINE
(in millions of dollars, except percentage amounts)
SEGMENTS 2003 2002 % CHANGE
- --------------------------------------------------------------------------------------------------------------------
HOME IMPROVEMENT PRODUCTS
Custom Profiles 734 702 5%
Exterior Cladding 309 300 3%
CONSUMER PRODUCTS
Window Coverings 230 252 (9%)
Outdoor Products 143 144 (1%)
Housewares & Furniture 108 117 (8%)
CONSTRUCTION PRODUCTS
Pipe & Fittings 222 212 5%
Commercial Doors 26 25 4%
ROYAL BUILDING SYSTEMS/FOREIGN OPERATIONS 96 105 (9%)
- --------------------------------------------------------------------------------------------------------------------
TOTAL PRODUCTS SEGMENT 1,868 1,857 1%
- --------------------------------------------------------------------------------------------------------------------
Materials 430 434 (1%)
Machinery & Tooling 60 63 (5%)
Services 91 118 (23%)
- --------------------------------------------------------------------------------------------------------------------
TOTAL SUPPORT SEGMENT 581 615 (6%)
- --------------------------------------------------------------------------------------------------------------------
Intra-Group Eliminations (564) (557)
- --------------------------------------------------------------------------------------------------------------------
CONSOLIDATED NET SALES 1,885 1,915 (2%)
====================================================================================================================
(2) THE PRODUCTS SEGMENT
HOME IMPROVEMENT PRODUCTS
CUSTOM PROFILES
Royal's Custom Profile products continue to represent the largest share
of corporate product mix, accounting for 39% of total Royal Group sales.
Approximately 80% of Custom Profile sales are extruded PVC window and door
framing materials, sold to fabricators of windows and doors. The remainder of
custom profile sales consist primarily of exterior and interior decorative trim
products, such as baseboard mouldings and entry door brick mouldings. Royal
commands the dominant share of the North American vinyl window and door framing
marketplace.
In December 2001, Royal acquired Marley Mouldings Limited, a leading
manufacturer of cellular foam mouldings and millwork, head-quartered in Marion,
Virginia. Marley has been integrated with Royal Group, producing increasing
sales for itself and facilitating sales for other Royal Group companies.
Reflecting its successful integration with Royal Group, Marley Mouldings name
was changed to Royal Mouldings Limited.
In response to rising demand for Royal Mouldings innovative decorative
exterior and interior trim, Royal expanded its production base to include lines
in existing Royal Group plants in Houston, Texas and Toronto, Ontario. With this
additional capacity, Royal Mouldings is well positioned to accommodate increased
demand for its products.
11
Royal is pursuing opportunities to consolidate North American custom
profile operations in pursuit of improving returns on invested capital from its
largest product line.
EXTERIOR CLADDING
Royal's Exterior Cladding products are the Group's second largest product
line, representing 16% of overall sales. Vinyl siding represents the largest
portion of sales, being 70% of overall Exterior Cladding sales. The remainder of
sales in 2003 were primarily composed of aluminum soffit and fascia, as well as
roofing materials.
In spite of a slight decline in the size of the market for vinyl siding
in fiscal 2003, resulting from a sluggish economy early in the year, the
Exterior Cladding business posted a 3% rise in dollar sales. In fact, unit sales
were up more, with dollar sales being held back by lower currency exchange rates
on siding shipped to the US from Canada.
In late 2003, Royal added a series of other Royal Group products to the
products offered to distributors, including Architectural(TM) vinyl railings and
columns. These introductions, along with others contemplated for 2004, provide
an enhanced level of added value for distributors.
In response to anticipated increases in demand for exterior cladding
products, Royal plans to add high speed lines in existing manufacturing plants
in Canada and the United States.
CONSUMER PRODUCTS
WINDOW COVERINGS
Fiscal 2003 was another challenging year for the Window Coverings business, with
a continuation of losses experienced in 2002. A new management team was
established in May. All window covering market segments and distribution
channels were extensively analyzed early in the year, which prompted the
following actions by new management during the latter half of the year:
o Exit from certain unprofitable US retail programs in Q4 2003.
o Formulation and implementation of new pricing strategies.
o Discontinuance and disposal of unprofitable product lines, while
re-establishing vertical and horizontal blind products as core offerings.
Royal is currently restructuring operations by consolidating plants and reducing
its work force where required. Its injection molding facility in Ontario is
currently being amalgamated with the Quebec extrusion facility. In 2004, Royal
will be streamlining its extrusion and distribution network in the US in pursuit
of additional efficiencies.
Additionally in 2004, Royal intends to strongly focus on marketing
innovative window covering products to customers. Royal's new products and
product catalogues for each product line will help ensure customers' awareness
and accessibility to industry leading components and product finishes; such as
ColorWash(TM) louvers, which simulate the look and feel of cloth in an
attractive curved vinyl program. Other marketing initiatives for 2004 will
include:
o Curved horizontal and vertical blind vinyl louver programs.
o Laserlite(TM) vertical and horizontal hardware component programs.
o Royal Trends(TM) and Royal Treasures(TM), our horizontal faux wood and
natural wood product lines.
o Valance and Cornice coordinated programs for vertical and horizontal
blinds.
Positive EBITDA recorded in the last month of the fiscal year represents a
dramatic turnaround from losses recorded earlier in the year.
OUTDOOR PRODUCTS
Royal Group's Outdoor Products business includes outdoor storage, fencing,
decking and railing product lines. In fiscal 2003, approximately half of Outdoor
Products sales were outdoor storage systems, with the other half primarily being
fence, deck and rail products.
Overall, unit sales of Outdoor Products were up significantly in fiscal
2003, with dollar sales down by 1%, as a result of a lower rate of currency
exchange on shipments made to the United States from plants in Canada.
12
The wood alternative segment of the fence, deck and rail marketplace has
grown at an extremely high rate over the past two years, as some types of
pressure treated wood have begun to be phased out. Market research studies show
that plastic or composite fence, deck and rail systems now have 15% share of the
overall market for fence, deck and rail. These same studies confirm that plastic
or composite systems have grown at a rate well in excess of 30% over the past
two years.
Royal has established a new sales and marketing position at Royal Group
head office responsible for leading and coordinating all aspects of sales and
marketing for our many fence, deck and rail products.
Royal's outdoor storage product offering has been enhanced in recent
months, with a line of upscale, Tudor-styled sheds, simulating the look of wood
and sporting attractive roof pitches and gables. The many variations of this
upscale series of storage sheds, are expected to open up distribution
opportunities with new and existing retailer customers.
In 2004, Royal plans to begin an aggressive communication and advertising
campaign to promote their stylish, durable and maintenance-free outdoor home
improvement products with home owners. The campaign will be launched with the
slogan "Discover Outdoor Living in Royal Style(TM)".
HOUSEWARES & FURNITURE
During 2003, Gracious Living experienced a decline in sales of its
Housewares and Furniture products for the first time in its history. Sales were
impacted by a combination of the slower US economy, intensified competitive
pressures and a strengthening of the Canadian dollar. The decline in sales was
tempered by new product introductions, as well as a continuing strong retail
presence in some of North America's largest retailers, including Walmart, Lowes,
Home Depot, Target and Canadian Tire.
CONSTRUCTION PRODUCTS
PIPE AND FITTINGS
Royal Pipe Systems faced a challenging business environment during 2003.
Against a backdrop of wet weather conditions in parts of Canada, a sluggish US
economy and continuing competitive pressures, Royal Pipe Systems still achieved
sales growth of 5% over the prior year on a dollar basis.
The market for plastic pipe and fittings continues to expand with plastic
gaining approvals and specifications over traditional materials such as concrete
and iron. In 2004, Royal Pipe Systems will be introducing larger diameters of
innovative profile pipe to meet the needs of this continually expanding market.
Prior investments in product developments that have enabled the launch of
new non-commodity products gave rise to a small increase in market share in
2003. It is these introductions of leading-edge products that should underpin
the future growth of Royal's Pipe and Fittings business.
COMMERCIAL DOORS
Royal Group's Commercial Door product offering includes steel doors and
frames used in commercial and industrial settings. In 2003, Royal expanded its
line of value-added doors to include stainless steel, acoustic and lead lined
doors and frames.
ROYAL BUILDING SYSTEMS AND FOREIGN OPERATIONS
During 2003, Royal implemented strategies to reposition Royal Building
Systems and Foreign Operations. This group sells components of The Royal
Building System(TM) and building products that are manufactured in foreign
operations.
Royal has focused its foreign operations increasingly on developing
markets for building products, including PVC window profiles, siding and
fencing, while continuing to offer The Royal Building System(TM) as one product
in the line-up. Royal has focused its development efforts on foreign operations
in Mexico, China and Poland, as it is believed these markets will offer the
greatest near-term potential.
In the future, Royal will report sales for this product category within
its other building product categories, reflecting the shift in its strategies
toward emphasis of development of foreign markets for all of Royal's building
products.
13
The following table outlines information relating to manufacturing and
distribution facilities operated by the Products Segment as of September 30,
2003:
PRODUCT LINE PRIMARY LOCATIONS SQUARE FOOTAGE PERCENTAGE OWNED(1)
- ----------------------------------------------------------------------------------------------------------------------
Home Improvement Products
4,758,088 90.8%
Custom Profiles Ontario, Quebec, Manitoba, Washington,
Indiana, Pennsylvania, Nevada, Virginia,
Tennessee, Texas
1,107,725 69.4%
Exterior Cladding Ontario, Tennessee, Alberta, Nova
Scotia, Quebec, British Columbia,
Manitoba, Newfoundland, Poland
Consumer Products
1,430,908 60.9%
Window Coverings Ontario, Quebec, Florida, California,
Mexico, Texas, Illinois, New Jersey,
Netherlands, Brazil
735,803 94.2%
Outdoor Products Ontario
528,800 100%
Housewares & Furniture Ontario
Construction Products
Pipe & Fittings Ontario, British Columbia, Michigan, 700,726 84.3%
Alberta, Quebec, Manitoba
Doors Ontario 147,662 0%
Royal Building Systems Ontario, Argentina, Brazil, Mexico, 1,720,226 77.7%
and Foreign Operations Poland, Colombia, China -----------
TOTAL 11,129,938
============
Note (1): No facilities are subject to major third party encumbrances
(mortgages). Calculated on the basis of square footage.
(3) SUPPORT SEGMENT
The Support Segment comprises several activities, which are primarily supplied
to the Products Segment. These activities are designed to facilitate a low cost
structure, superior customer service and rapid product development.
The activities of the Support Segment include:
(i) Materials manufacture involving 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/tooling development and manufacture involves extrusion
equipment, tooling and computerized material handling systems.
14
(iii) Services include distribution, Group property management, research
and development, as well as certain centralizing of purchasing,
finance, administration, sales and marketing functions.
MATERIALS
During 2003, as part of its continuous improvement program at the PVC
resin plant, Royal initiated a series of process improvements. These
improvements have allowed Royal to increase its capacity to produce PVC resin.
Royal's vertical integration continues to provide a more steady base of raw
materials, vis-a-vis its non-integrated competitors.
During the course of the year, Royal began to implement enterprise
management systems and technologies that will enable it to more precisely gear
raw materials production to orders being received by product producing plants.
These actions should facilitate inventory reductions and increased customer
service in future years.
In 2003, a series of raw material initiatives were undertaken by the
Support Segment to assist with development of new products. These initiatives
included a number of material recycling programs. Royal's integrated materials
operations help it to develop new products.
During the year, Royal continued to develop materials that further
enhance the productivity and efficiency of the entire Group. Royal is now
experiencing increased line speeds in many plants as a result of these
developments.
MACHINERY AND TOOLING
In fiscal 2003, Royal continued to focus its machinery and tooling
operations on servicing existing equipment and improving technologies utilized
throughout the Group. Royal also undertook to re-deploy machinery and tooling
within the Group to more fully utilize its manufacturing infrastructure and
improve efficiencies in the future.
Royal made significant advancements with extrusion tooling technologies
in 2003, which have enabled increases in line speeds. These new tooling
technologies are currently being deployed throughout the Group, helping Royal to
improve efficiencies and equipment utilization in the future.
Royal's operations that manufacture machinery were increasingly engaged
in selling equipment to third parties during 2003. This helped Royal utilize the
capacity that had been dedicated to provision of equipment to Royal during
previous years of expansion.
SERVICES
In 2003, the Support Group contributed to reduction of operating
expenditures through implementation of a water conservation program. This
conservation program helped Royal to record a reduction in the level of water
consumption within the Group during 2003. In addition, Royal partially shielded
itself from escalating electricity costs through a forward pricing arrangement
that was established in the previous year.
Royal's distribution centers will increasingly become a key element of
its competitive advantage, as Royal rolls out marketing programs that bundle
multiple products. Royal has begun to utilize its distribution center to ship
multiple Consumer Products to home improvement retailers. With the launch of a
multi-product new home builder program in 2004, Royal will explore use of the
distribution center to coordinate multiple product shipments to distributors.
Improvement of finished product distribution logistics will be a focus
for Royal in 2004. Royal has opportunities to further improve customer service
and reduce delivery costs, but must undertake disciplined analyses to facilitate
these betterments.
As Royal makes the transition that involves more aggressive marketing of
its products, a number of initiatives are being undertaken corporately to
facilitate more coordinated product marketing. One of these initiatives is the
launch of a new home builder program. This should help to increase interest and
awareness in a broad range of Royal Group's products through multi-product
advertisements, trade shows, direct mailing campaigns and a coordinated web
presence. Another important marketing initiative is the creation and leverage of
Royal Group brand identity, involving the use of Royal's corporate anchor brand
along with its broad family of product brands.
15
The following table outlines information relating to the facilities operated by
the Support Segment as of September 30, 2003:
SUPPORT OPERATION PRIMARY LOCATIONS SQUARE FOOTAGE PERCENTAGE OWNED(1)
- ------------------------------------------------------------------------------------------------------------------
Materials Ontario 1,087,949 94.3%
Machinery and Tooling Ontario, Italy, Ohio 394,256 46.4%
Services Ontario 536,845 100%
---------
TOTAL 2,019,050
=========
- ------------------------------------------------------------------------------------------------------------------
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 product
categories and regions and therefore may be capable of sustained price
competition in those lines and may be better positioned to respond to shifts in
the marketplace. Low cost foreign competitors are a threat to Royal's cost
structure. Royal, however, enjoys competitive advantages, including its ability
to meet low cost competition and to offer enhanced customer services due to 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.
(5) OTHER DISCLOSURES
RESEARCH AND DEVELOPMENT
Management estimates that the equipment, materials and labour costs associated
with research and development activities for fiscal 2003 were approximately
$15.0 million. Substantially all of these expenditures should be eligible for
the Scientific Research and Experimental Development Program under the Income
Tax Act (Canada).
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 also utilizes a number of trademarks and trade names in the marketing of
its products in various jurisdictions, including Royal's Crown symbol.
Trademarks 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.
IMPACT OF GOVERNMENT REGULATIONS
16
Historically, government regulations have not had a material impact on Royal's
business.
HUMAN RESOURCES
The following table sets forth information on Royal's employment data as at
September 30, 2003. 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 DIRECT AND SELLING AND ADMINISTRATIVE
SEGMENT INDIRECT EMPLOYEES EMPLOYEES TOTAL EMPLOYEES
- ---------------------------------------------------------------------------------------------------------------
2003
Products 6,965 1,344 8,309
Support 731 232 963
----- ----- -----
TOTAL 7,696 1,576 9,272
===== ===== =====
- ---------------------------------------------------------------------------------------------------------------
As at September 30, 2003, there were approximately 921 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 $20.3 million to provide
pension, retirement or similar benefits to its employees or former employees.
Royal does not have a pension plan and of its 75 business units, only 3 have
pension plans.
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.
Royal's consolidated sales by quarter for each of the fiscal years 2001 through
2003 are as follows:
ROYAL GROUP TECHNOLOGIES LIMITED
CONSOLIDATED SALES BY QUARTER
(in thousands of dollars, except percentage amounts)
Q1 Q2 Q3 Q4 Total
- --------------------------------------------------------------------------------------------------------------------
2003 SALES $421,312 $412,283 $525,024 $526,778 $1,885,397
% OF TOTAL SALES 22.3% 21.9% 27.9% 27.9% 100%
- --------------------------------------------------------------------------------------------------------------------
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%
- --------------------------------------------------------------------------------------------------------------------
17
Quarterly sales by Segment and Product Line for fiscal 2003 and 2002 are set out
in the two following tables:
ROYAL GROUP TECHNOLOGIES LIMITED
QUARTERLY SALES BY SEGMENT AND PRODUCT LINE
2003
(in millions of dollars)
Q1 Q2 Q3 Q4
- ---------------------------------------------------------------------------------------------------------------------
PRODUCTS SEGMENT
Home Improvement:
Custom Profiles 176 149 198 211
Exterior Cladding 69 65 84 91
----- ----- ----- -----
Subtotal 245 214 282 302
- ---------------------------------------------------------------------------------------------------------------------
Consumer:
Window Coverings 54 55 64 57
Outdoor Products 16 24 58 45
Housewares & Furniture 23 32 35 18
----- ----- ----- -----
Subtotal 93 111 157 120
- ---------------------------------------------------------------------------------------------------------------------
Construction:
Pipe & Fittings 48 45 60 69
Commercial Doors 7 7 6 6
----- ----- ----- -----
Subtotal 55 52 66 75
- ---------------------------------------------------------------------------------------------------------------------
Royal Building Systems and Foreign Operations 25 20 24 27
----- ----- ----- -----
- ---------------------------------------------------------------------------------------------------------------------
TOTAL PRODUCTS SEGMENT 418 397 529 524
----- ----- ----- -----
- ---------------------------------------------------------------------------------------------------------------------
18
- ---------------------------------------------------------------------------------------------------------------------
SUPPORT SEGMENT
Materials 100 102 118 110
Machinery & Tooling 12 18 14 16
Services 21 22 22 26
----- ----- ----- -----
TOTAL SUPPORT SEGMENT 133 142 154 152
----- ----- ----- -----
- ---------------------------------------------------------------------------------------------------------------------
INTRA-GROUP ELIMINATIONS (130) (126) (158) (150)
- ---------------------------------------------------------------------------------------------------------------------
CONSOLIDATED NET SALES 421 413 525 526
===== ===== ===== =====
- ---------------------------------------------------------------------------------------------------------------------
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
===== ===== ===== =====
- ---------------------------------------------------------------------------------------------------------------------
19
ENVIRONMENTAL CONSIDERATIONS
The geographic breadth of the Company's facilities subject it to environmental
laws, regulations and guidelines in a number of jurisdictions including Canada,
the United States, Mexico, Italy, Poland, China, Columbia, Argentina and Brazil.
Such laws, regulations and guidelines relate to, among other things, the
discharge of contaminants into water and air and onto land, the storage and
handling of certain regulated materials used in the manufacturing process and
the disposal of wastes.
The Company's efforts to ensure environmental compliance include the review of
its operations on an ongoing basis utilizing in-house staff and on a selective
basis by specialized environmental consultants. Environmental assessments are
conducted as part of the Company's due diligence review prior to the completion
of acquisitions.
Based on recent experience and current projections, environmental protection
requirements are not expected to have a material effect on the Company's
business, capital expenditures, operations or financial position.
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 rose
substantially in fiscal 2003 as demand for PVC rose at a rate greater than
supply and energy costs spiked in the second quarter and remained very high
through year end, setting historically high market prices. Royal's integration
will serve it well in this environment vis-a-vis non-integrated competitors
since VCM/PVC cash margins are projected by the Petrochemical Industry Analysts
to increase over the next three years, as well as helping to ensure continuous,
ongoing supply. 2004 is expected to see more stable, flatter resin costs versus
2003, with a steady downward trend over the next four years as a result of
significant capacity coming on stream in both feedstocks and PVC resin
domestically but particularly in traditional Asian export markets.
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, 2003 and 2002.
(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)
2003 2002 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------
Net Sales $1,885,397 $1,915,230 $1,669,036 $1,549,481 $1,282,004
- ---------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) $(58,211)(9) $ 131,016(6,7,8) $117,438(3) $169,117 $149,969
- ---------------------------------------------------------------------------------------------------------------------
20
2003 2002 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss)
per Share-Basic(4) $(0.62) $1.42(6,7,8) $1.29(3) $1.95 $1.75
- ----------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) per $(0.62) $1.40(6,7,8) $1.27(3) $1.89(5) $1.68(5)
Share--Diluted(4)
- ----------------------------------------------------------------------------------------------------------------------
Total Assets $2,530,454 $2,833,967 $2,694,311 $2,539,036 $1,980,358
- ----------------------------------------------------------------------------------------------------------------------
Net Assets $1,365,412 $1,496,674(8) $1,361,687 $1,236,222 $913,201
- ----------------------------------------------------------------------------------------------------------------------
Capital Stock $632,711 $632,697 $608,776 $605,712 $450,708
- ----------------------------------------------------------------------------------------------------------------------
Long Term Debt $383,332 $447,290(8) $544,861 $547,210 $577,431
(Excluding Current
Portion)
- ----------------------------------------------------------------------------------------------------------------------
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.
Note 2: See (3) Dividend Policy-below.
Note 3: Includes working capital charge of $32 million before tax, or $0.24
per share after tax.
Note 4: Net Earnings, Net Earnings Per Share (Basic & Diluted) materially
reflect results from continuing operations.
Note 5: 1999 to 2000 diluted Net Earnings Per Share restated for adoption of
the treasury method of calculating diluted weighted average number of
shares in 2001.
Note 6: Includes capital equipment charge of $23.5 million before tax, or
$0.18 per share after tax.
Note 7: 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.
Note 8: Fiscal 2002 has been restated for the adoption of CICA handbook
section 1650.
Note 9: Includes non-cash charges recorded in cost of sales and operating
expenses of $158.2 million before tax.
Basic and diluted net earnings per share have been calculated using the
following weighted average and maximum dilutive number of shares outstanding,
respectively:
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ----------
Weighted Average Shares 93,219,925 92,574,936 90,869,248 86,929,410 85,862,042
Maximum Dilutive Shares(1) 93,219,925 93,515,736 92,802,214 89,614,144 89,195,000
21
Note 1: 1999 and 2000 diluted net earnings per share have been restated for
adoption of the treasury method of calculating diluted weighted average
number of shares in 2001.
(2) QUARTERLY
Sales and income history on a quarterly basis for the previous two 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
- -------------------------------------------------------------------------------------------------------------
2003 $1,885,397 $421,312 $412,283 $525,024 $526,778
Net Sales
- -------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) ($58,211)(4) $15,937 $5,521 $(1,645) $(78,024)
- -------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) Per
Share-Basic $(0.62) $0.17 $0.06 $(0.02) $(0.84)
- -------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) Per
Share-Diluted $(0.62) $0.17 $0.06 $(0.02) $(0.84)
- -------------------------------------------------------------------------------------------------------------
2002
Net Sales $1,915,230 $384,220 $404,744 $579,330 $546,936
- -------------------------------------------------------------------------------------------------------------
Net Earnings $131,016(1,2,3) $25,331 $26,671 $56,846 $22,168(1)
- -------------------------------------------------------------------------------------------------------------
Net Earnings Per Share - Basic $1.42(1,2,3) $0.28 $0.29 $0.61 $0.24(1)
- -------------------------------------------------------------------------------------------------------------
Net Earnings Per Share -
Diluted $1.40(1,2,3) $0.27 $0.28 $0.60 $0.24(1)
- -------------------------------------------------------------------------------------------------------------
No extraordinary items were recorded in each of the periods noted above.
Note 1: Includes capital equipment charge of $23.5 million before tax, or
$0.18 per share after tax.
Note 2: 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.
Note 3: Fiscal 2002 has been restated for the adoption of CICA handbook
section 1650.
Note 4: Includes non-cash charges recorded in cost of sales and operating
expenses of $158.2 million before tax.
Basic and diluted earnings per share have been calculated using the following
weighted average and maximum dilutive number of shares outstanding,
respectively:
2003 2002
---------- ----------
Weighted Average Shares 93,219,925 92,574,936
Maximum Dilutive Shares 93,219,925 93,515,736
22
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
Reference is made to Management's Discussion and Analysis on pages 20 through 25
of the Company's 2003 annual report, which is incorporated herein by reference.
ITEM 7. MARKET FOR SECURITIES
Royal's Subordinate Voting Shares are listed on The Toronto Stock Exchange
("TSX") and on the New York Stock Exchange ("NYSE") under the symbol "RYG".
ITEM 8. DIRECTORS AND OFFICERS
The following table identifies the directors of Royal, their committee
memberships, their occupation and the percentage of each share class,
beneficially owned, directly or indirectly, or over which control or direction
is exercised, as of February 16, 2004. The directors were last elected on
February 20, 2003 and are elected on an annual basis.
NOMINEES FOR ELECTION AS FIRST BECAME COMMITTEE PRINCIPAL OCCUPATION AND OTHER SHARES OWNED OR OVER
DIRECTOR DIRECTOR MEMBERSHIP(1) PUBLIC ISSUER DIRECTORSHIPS WHICH CONTROL OR
HELD DIRECTION IS
EXERCISED(2) (3)
%
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Vic De Zen November 25, 1994 N/A Chairman 100% MVS (4)
Vaughan, Ontario Former Chief Executive Officer 0.01% SVS
of the Corporation
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Douglas Dunsmuir November 25, 1994 N/A Chief Executive Officer(5) and 1.5% SVS
President
Toronto, Ontario
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Ron Goegan December 14, 2001 N/A Senior Vice-President and 0.01% SVS
Chief Financial Officer
Sharon, Ontario
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Gwain Cornish November 25, 1994 N/A Senior Vice-President 0.05% SVS
Campbellville, Ontario
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Ralph Brehn May 2, 1995 AC Former President of Hunter 0.01% SVS
Douglas Canada Ltd. (Building
Ste. Agathe Nord, Quebec Products Company)
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Irvine Hollis May 2, 1995 NC (Chair), CC Former President of Duracell 0.01% SVS
Inc. (Consumer Products
Chatsworth, Ontario Company)
Presently Management
Consultant, I Hollis
Management Consultants Inc.
(Advises Start-up Businesses)
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
23
NOMINEES FOR ELECTION AS FIRST BECAME COMMITTEE PRINCIPAL OCCUPATION AND OTHER SHARES OWNED OR OVER
DIRECTOR DIRECTOR MEMBERSHIP(1) PUBLIC ISSUER DIRECTORSHIPS WHICH CONTROL OR
HELD DIRECTION IS
EXERCISED(2) (3)
%
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Robert E. Lamoureux November 18, 2003 AC (Chair), NC Former partner and National None
Leader of
Toronto, Ontario PricewaterhouseCoopers'
Corporate Governance Practice
(Auditors)
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
James Sardo November 18, 2003 CC, NC Former President of Canadian 0.01% SVS
operations of Moore
Mississauga, Ontario Corporation Ltd. (Business
Forms Company)
Presently Director -
Hydrogenics Corporation (TSX,
NASDAQ) (Hydrogen Fuel Cell
and Test Equipment Company),
Trustee/Director - UE Water
Heater Income Fund (TSX)
(Water Heater Rental
Business), Trustee - CDI
Income Fund (TSX) (Direct
Marketer and Manufacturer of
Custom Checks)
- ------------------------------- --------------------- ------------------- -------------------------------- ------------------------
Ronald Slaght November 25, 1994 CC (Chair), AC Partner, Lenczner Slaght Royce 0.04% SVS
Smith Griffin (Barristers)
Toronto, Ontario
=============================== ===================== =================== ================================ ========================
Note(1): "AC" refers to the Audit Committee;
"CC" refers to the Compensation Committee; and
"NC" refers to the Nomination and Corporate Governance Committee.
Note(2): "MVS" refers to Multiple Voting Shares and "SVS" refers to
Subordinate Shares.
Note(3): Directors are required to own a minimum of 1,500 Subordinate Voting
Shares within one year from the date of their appointment as a
Director.
Note(4): Mr. De Zen exercises control or direction over 100% of the Multiple
Voting Shares of Royal Group and thereby exercises control over
Royal Group.
Note(5): The Chief Executive Officer is required to own a minimum of 50,000
Subordinate Voting Shares within two years of his appointment.
On November 19, 2003, Royal announced the addition of two additional Independent
Directors to its Board of Directors and certain of its Board's sub-committees.
The two new appointments serve to fill the vacancy left by Greg Sorbara as a
result of his appointment as Minister of Finance for the Government of Ontario,
as well as to increase the number of Independent Directors on the Board such
that the Board is now comprised of a majority of Independent Directors.
Mr. James Sardo accepted appointment as a Director on the Company's Board, as
well as a member on both the Board's Compensation Committee and its Nomination
and Corporate Governance Committee. Mr. Sardo, who is currently acting as a
Corporate Director for various organizations, has acted in executive positions
for various companies since 1991 including Chief Executive Officer at SNE, Inc,
one of the largest window manufacturers in the U.S., and Amre Inc., one of the
largest home improvement window and siding companies in the U.S. Prior to that,
Mr. Sardo had a 26 year career with Bridgestone / Firestone Inc. Mr. Sardo also
has had human resource experience as a Chairman or member of Compensation
Committees on other boards.
24
Mr. Robert Lamoureux, C.A. accepted appointment as a Director on the Company's
Board, as well as a member on the Board's Nomination and Corporate Governance
Committee and the Chair of the Board's Audit Committee. Mr. Lamoureux, formerly
a partner and National Leader of PricewaterhouseCoopers Corporate Governance
Practice, was appointed partner in 1981. Mr. Lamoureux was an audit partner for
nearly twenty years and previously led PricewaterhouseCooper's Financial
Services, Internal Audit practice and was also involved in providing risk
management services. Mr. Lamoureux has also been a member of C.I.C.A.'s Auditing
Standards Board, as well as various OSFI and IFIC advisory committees. He is a
director of the Institute of Corporate Directors and Chair of its Ontario
Chapter. He has written and spoken extensively on corporate governance.
Both Mr. Sardo and Mr. Lamoureux are members of the Institute of Corporate
Directors.
The following are brief biographies of the senior management team, during fiscal
2003:
VIC DE ZEN, acted as Chairman of the Board and Chief Executive Officer. 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. Mr. De Zen became
Co-Chief Executive Officer in September, 2003 and retired in December of 2003 as
Co-Chief Executive Officer, retaining the position of Chairman, but in a
non-executive capacity.
DOUGLAS DUNSMUIR, served as President. Mr. Dunsmuir joined Royal in 1986 as its
General Counsel, 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. Mr. Dunsmuir became
President of Royal in March, 2002, Co-Chief Executive Officer in September,
2003, and Chief Executive Officer in December 2003.
RONALD GOEGAN, has been Chief Financial Officer since December 1, 2001 and was
appointed Senior Vice-President in September, 2003. 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.
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.
ANGELO BITONDO, was appointed Senior Vice-President Operations in September,
2003. Prior to that Mr. Bitondo had served as Executive Vice-President of
Royal's Royal Building Technologies Division since 1992. He resides in Vaughan,
Ontario.
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 resides in Toronto, Ontario.
As of September 30, 2003, the directors and senior management team, as a group,
beneficially owned, directly or indirectly or exercised control or direction
over 15,935,444 Multiple Voting Shares representing 100% of the issued and
outstanding Multiple Voting Shares and 1,263,101 Subordinate Voting Shares
representing approximately 2% of the issued and outstanding Subordinate Voting
Shares.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
During the year ended September 30, 2003, Royal sold products to companies
related to shareholders totalling $1,650,000 which was at fair market value.
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.
25
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 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 document that is incorporated by
reference into the preliminary short form prospectus or the
short form prospectus and not required to be provided under
(i) to (iii) above; or
(b) At any other time, one copy of any document 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, principal holders of Royal'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 23, 2004 which is hereby incorporated by
reference. Additional financial information is provided in Royal's
consolidated financial statements for the year ended September 30, 2003
which are hereby incorporated by reference.
26
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 (the "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 written
irrevocable consent and power of attorney on Form F-X in connection
with the Subordinate Voting Shares
DISCLOSURE CONTROLS AND PROCEDURES
A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Registrant maintains disclosure controls and procedures
and internal control over financial reporting designed to ensure that
information required to be disclosed in the Registrant's filings under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") is
recorded, processed, summarized and reported within the time period
specified in the rules and forms of the SEC. The Registrant's Chief
Executive Officer and Chief Financial Officer, after having evaluated
the effectiveness of the Registrant's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of the end of the period covered by this report have concluded that,
as of such date, the Registrant's disclosure controls and procedures
were adequate and effective to ensure that material information
relating to the Registrant and its consolidated subsidiaries would be
made known to them by others within those entities.
B. CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There was no change in the Registrant's internal control over
financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to
materially affect, its internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant's Board of Directors has determined that it has
at least one audit committee financial expert (as such term is defined
in the rules and regulations of the SEC) serving on its Audit
Committee. Robert Lamoureux has been determined to be such audit
committee financial expert and is independent (as such term is defined
by the New York Stock Exchange's corporate governance standards
applicable to the Registrant).
The SEC has indicated that the designation of Robert Lamoureux
as an audit committee financial expert does not make him an "expert"
for any purpose, impose on him any duties, obligations or liability
that are greater than the duties, obligations or liability imposed on
him as a member of the Audit Committee and the Board of Directors in
absence of such designation, or affect the duties, obligations or
liability of any other member of the Audit Committee or Board of
Directors.
CODE OF ETHICS
The Registrant has adopted a Code of Business Conduct and
Ethics (included as Exhibit 6 to this report) that applies to all
directors, officers and employees of the Registrant.
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 16, 2004 By: /s/ Scott Bates
---------------------------------------
Name: Scott Bates
Title: General Counsel and Corporate
Secretary.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- ------------
1 Audited Consolidated Financial Statements for the
Registrant as at and for the years ended September 30,
2003 and 2002, together with the auditors' report
thereon
2 Management's Discussion and Analysis from the 2003
Annual Report to Shareholders
3 Consent of KPMG LLP
4 Officers' Certifications Required by Rule 13a-14(a) or
Rule 15d-14(a)
5 Officers' Certifications Required by Rule 13a-14(b) or
Rule 15d-14(b) and Section 1350 of Chapter 63 of Title
18 of the United States Code
6 Code of Ethics