Royal Group to Delay Reporting of 2005 Financial Results
March 14 2006 - 11:23PM
PR Newswire (US)
Segmentation of Financial Results to be Changed to Align With
Restructured Business Unit Portfolio TORONTO, March 14
/PRNewswire-FirstCall/ -- Royal Group Technologies Limited (RYG:
TSX; NYSE) today announced that it will not report its audited 2005
financial results on March 29, 2006, as it had previously expected
and as was communicated in a news release issued by the Company on
February 23, 2006. Royal Group advised that it expects that the
reporting of its 2005 financial results, the filing of its 2005
Annual Report to Shareholders, the filing of its 2005 Annual
Information Form and the filing of its 2005 Form 40-F will be
delayed for up to 60 days. The reporting delay is caused by the
combined impact of a number of issues including, the complexity of
accounting for the numerous divestitures completed and being
pursued, write-downs related thereto, the decision to amend the
segmentation of Royal Group's financial results to better represent
operations going forward, discussions with the U.S. Securities and
Exchange Commission ("SEC") related to segmented financial
reporting and regulatory investigations. Royal Group noted that it
is currently in discussions with the SEC regarding SEC comments
with respect to Royal Group's 40F for the year ended December 31,
2004, and its 2005 quarterly filings. The SEC's comments relate
primarily to Royal Group's audited historical financial statements,
including segmented financial presentation and evaluating the
carrying value of goodwill. It is possible that these ongoing
discussions may result in changes to the presentation of historical
financial information of Royal Group. Royal Group is working with
its auditors to determine if it will be in a position to issue its
2005 audited financial statements within the anticipated time
period or if there may be a further delay pending resolution of
this issue with the SEC. Royal Group intends to make an application
to the Ontario Securities Commission and the Autorite des marches
financiers de Quebec under applicable regulatory policies for the
issuance of a management cease trade order ("MCTO") pending
completion and filing of its financial statements. As required by
such policies, Royal Group will provide bi-weekly updates of its
business pending the reporting and filing of its 2005 financial
statements. Assuming the Ontario and Quebec securities regulators
issue the MCTO, all trading in shares of the Company by directors,
officers and certain employees of Royal Group will be prohibited
pending the filing of all required financial information and other
disclosure documents. Such cease trade order would generally not
affect the ability of shareholders who are not directors, officers
or insiders of Royal Group to trade their shares. However, Royal
Group acknowledges that Canadian securities regulators may impose a
cease trade order in respect of all of its outstanding shares if
Royal Group does not file its 2005 financial statements within two
months of the March 31, 2006 deadline or earlier if it fails to
file bi-weekly updates as required. Directors, senior management
and certain employees have been and continue to be prohibited from
trading shares of the Company, as a result of trading blackout
periods imposed by the Company. Historically, Royal Group has
reported financial results for two segments, being the Products
Segment and the Support Segment. In respect of fiscal 2005, the
prior comparative period and future years, Royal Group will report
financial results differently, to better represent the intended
structure of its operations going forward, given the extensive
business unit portfolio restructuring Royal Group's new management
team is undertaking. Royal Group is currently in the process of
finalizing the new segments, which will involve a larger number of
segments more aligned with its core business units going forward.
In addition to the foregoing segmentation, Royal Group will also
disclose 2005 financial results from discontinued operations,
representing results from subsidiaries that have been sold or
currently slated for divestiture. These subsidiaries have been
previously announced and include, Royal Alliance, Baron Metal
Industries, Roadex Transport, Royal EcoProducts, Italy-based
machine manufacturing operations, two North American tool making
operations, a distribution company and all international operations
with the exception of China. At this time, the anticipated proceeds
from divestitures continue to be in line with the expectations
outlined in a news release issued by Royal Group on December 21,
2005. In addition, Royal Group expects the write-down related to
divestiture decisions to remain as articulated in its December 21,
2005 news release. To date, Royal Group has successfully divested
Royal Alliance, Amut its Italy-based extruder manufacturer, and its
U.S.- based tool manufacturing company. "This delay will allow us
to provide investors more detailed and transparent disclosure of
our new segmented results," commented Jim Lawn, Royal Group's Chief
Financial Officer. He added that, "financial information systems,
personnel and procedures are being enhanced during 2006 to
facilitate more rapid reporting of financial results for the new
business segments." Royal Group has advised its banking syndicate
of the expected reporting delay, and is pursuing an extension of
the deadline for reporting audited financial statements under the
terms of the banking agreement. Royal Group intends to continue to
engage in due diligence with potential bidders related to the
previously announced sale process. At this time, no firm offers to
acquire the company have been received, nor can there be assurance
that such offers will be received or a transaction concluded. Royal
Group Technologies is a leading producer of innovative, attractive,
durable and low-maintenance home improvement and building products,
which are primarily utilized in both the renovation and new
construction sectors of the North American construction industry.
Royal Group is the recipient of several industry awards for product
innovation. The company has manufacturing operations located
throughout North America in order to provide industry- leading
service to its extensive customer network. Additional investment
information is available on Royal Group's web site at
http://www.royalgrouptech.com/ under the "Investor Relations"
section. 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", "suggest", "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 the ongoing
shareholder value maximization process and its outcome; the ongoing
internal review and investigations by the Audit Committee of the
Board of Directors and its outcome; the negative impact that may be
caused by the delay in filing of Royal Group's 2005 financial
statements, including, without limitation, a breach by Royal Group
of its banking agreement, an adverse effect on Royal Group's
business and the market price of its publicly traded securities,
and a breach by Royal Group of the continued listing requirements
of the New York Stock Exchange and Toronto Stock Exchange;
fluctuations in the level of renovation, remodelling and
construction activity; changes in product costs and pricing; an
inability to achieve or delays in achieving savings related to the
cost reductions or increases in 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; Royal's ability to maintain adequate liquidity and
refinance its debt structure by December 31, 2006, the expiry date
of its current bank credit facility; 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 any litigation,
investigations, administrative and regulatory matters, intellectual
property disputes, or similar matters; changes in securities or
environmental laws, rules and 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 March 15, 2006 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. DATASOURCE: Royal Group Technologies Limited CONTACT:
Mark Badger, Vice President of Marketing and Corporate
Communications, Royal Group Technologies Limited, Phone: (905)
264-0701
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