FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of November, 2002
Intertape Polymer Group Inc.
110E Montee de Liesse, St. Laurent, Quebec, Canada, H4T 1N4
[Indicate by check mark whether the registrant files or
will file annual reports under cover of Form 20-F or Form 40-F.]
Form 20-F Form 40-F X
[Indicate by check mark whether the registrant by
furnishing 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.]
Yes No X
[If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
82-______]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INTERTAPE POLYMER GROUP INC.
Date: November 27, 2002 By: /s/Andrew M. Archibald
Andrew M. Archibald,
CFO, Vice President
Administration, & Secretary
REVIEW OF OPERATIONS
SALES
Sales for the third quarter ended September 30, 2002 were
$149.9 million as compared to $148.6 million for the same
period last year; and were $450.3 million for the nine
months ended September 30, 2002 as compared to $448.7
million for the same period last year. The following chart
shows the effect of volume and pricing on sales:
Q3/02 vs Q3/01 Year to date
Volume $1.8 million $4.5 million
Price ($0.5 million) ($2.9 million)
Change $1.3 million $1.6 million
Unit Volume
Throughout 2001 and during 2002 to date, management has
focused on increasing business volumes in the current difficult
North American economy. Several strategies have been employed,
including the introduction of new products, the addition of new
customers, greater penetration into retail markets through the
United Tape Company (UTC) acquisition in the third quarter of 2000,
and the implementation of the Company's Regional Distribution
Center (RDC) strategy. Management believed that these strategies
would have a positive impact on sales volumes. However, the
ongoing economic slowdown has continued to cause a significant
downturn in demand. This brought about a slowing in unit growth
during the third quarter of 2002.
Unit Pricing
Historically, the Company has been able to maintain a relatively
consistent spread between raw material costs and selling prices.
This spread is referred to as "value-added". Unit sales prices
of the Company's products are influenced primarily by changes in
raw material costs, and for the past several years the Company
has seen a decline in raw material costs. Previously, efforts
to maintain value-added as a percent of sales were generally
successful despite general declines in unit selling prices.
Recently however, many components of the Company's raw material
costs have started to increase. Management stated at the end of
the second quarter that the Company should continue to be able
to maintain its value-added percentages. In this regard, the
Company initiated a number of price increases during the second
quarter that should positively affect selling prices for the
remainder of the year. During the third quarter the ongoing
difficulties in the economic environment hampered this ability
to pass on increases and, as a result, value added decreased by
approximately 3.0%.
GROSS PROFIT AND GROSS MARGINS
During the third quarters ended September 2002 and 2001, the
Company recorded non-recurring charges of $2.5 million and $3.7
million respectively in cost of goods sold; and for the nine
month periods ended September 2002 and 2001, $2.5 million and
$6.7 million respectively. The non-recurring charge for the
third quarter of 2002 includes $1.4 million for the effect of
the decision to close the flexible intermediate bulk container
(FIBC) manufacturing facilities in Canada and the U.S.
Operations in Rayne, Louisiana as well as at the Edmundston,
New Brunswick, Canada manufacturing plant are being closed and
are being consolidated at the Company's Piedras Negras, Mexico
facility as it has sufficient capacity to integrate these
functions and operate at a lower cost. The third quarter 2002
non-recurring charge also includes a $1.1 million for the
disposal of certain manufacturing equipment not related to the
FIBC facility closures.
In addition, during the third quarter of 2002, the Company
recorded a cost of approximately $1.0 million for a product
replacement. The product has been withdrawn from the market and
replaced with a proven product. No further related losses
are expected.
Excluding the non-recurring charges and the product replacement
cost, gross profits for the third quarters ended 2002 and 2001
would have been $31.9 million (21.3%) and $29.8 million (20.1%)
respectively.
Gross margins increased 1.2% despite a decrease in value added
of approximately 3.0%, primarily as a result of cost cutting
initiatives undertaken throughout 2000 and 2001. For the
nine months ended September 2002 and 2001 gross profits would
have been $99.2 million (22.0%) and $98.2 million (21.9%)
respectively.
SELLING, GENERAL AND ADMINISTRATION EXPENSES (SG&A)
During the third quarters of 2002 and 2001, there were
non-recurring charges included in SG&A of $1.3 million and
$8.0 million respectively. The charges for 2002 are
related to severance and other costs as a result of the
decision to close the FIBC facilities. For the nine
months ended September 2002 and 2001, the non-recurring
charges were $1.3 million and $10.0 million respectively.
Excluding the non-recurring charges, SG&A for the third
quarters of 2002 and 2001 would have been $21.0 million
(14.0% of sales) and $19.8 million (13.3% of sales)
respectively; and for the nine months ended September 2002
and 2001, would have been $61.7 million (13.7% of sales)
and $59.8 million (13.3% of sales) respectively. Management
intends to lower SG&A costs over the next five quarters as
part of the recently announced reduction in costs. Based on
current volumes, the FIBC consolidation is expected to result
in SG&A cost reductions of approximately $3.0 million pre-tax
annually. The Company is also reducing headcount levels,
reductions that are expected to decrease SG&A expenses by
approximately $2.5 million pre-tax annually.
OPERATING PROFITS
After taking into account the combined effect of non-
recurring charges included in cost of goods sold and SG&A
as well as the additional costs related to the product
replacement, operating profits (defined as gross profit
less SG&A) for the third quarters of 2002 and 2001 were
$10.9 million or 7.3% of sales and $9.9 million or 6.7%
of sales respectively. For the nine months ended September
2002 and 2001 operating profits were $37.5 million or 8.3%
of sales and $38.5 million or 8.6% of sales respectively.
Operating profits for 2002 are being reduced by both a
decrease in selling prices and the decline in value-added
of approximately 3.0%.
FINANCIAL EXPENSES
Third quarter 2002 financial expenses were $8.3 million
as compared to $13.2 million for the comparative quarter
in 2001. Financial costs for the third quarter of 2001
include a non-recurring charge of $6.7 million. For the
nine months ended September 2002 and 2001 financial costs
were $25.2 million and $29.4 million respectively. The
nine month period of 2001 also includes the non-recurring
charge of $6.7 million. Interest costs for the comparative
periods of 2002 reflect an overall increase in the base
borrowing rate of 225 bps as a result of the renegotiated
credit facilities that went into effect in the first quarter
of 2002 offset by lower borrowings costs to the reduction
in debt from the proceeds of the common share issue during
March 2002. During the first quarter of 2002, the Company
reduced long-term debt by approximately $46.6 million and
during the third quarter, further reduced one of the bank
term loans by $3.5 million. Subsequent to the third quarter,
the Company repaid the $8.6 million balance of one of the
bank term debt facilities. Repayment was made more than
one year earlier than anticipated.
EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION
AND AMORTIZATION, AND RENTAL COSTS (EBITDAR).
EBITDAR (adjusted for those non-recurring items in the
appropriate periods that did not require cash funding)
is as follows:
Millions of dollars
Third quarter ended Sept. 2002
and 2001 $15.8 $14.4
Nine months ended Sept. 2002
and 2001 $56.8 $52.7
Trailing 12 month periods
ended Sept. 2002 and 2001 $70.4 $71.3
NET EARNINGS
Recorded net earnings (loss) for the three month periods
ended September 2002 and 2001 were ($2.8) million or
($0.08) per share and ($12.7) million or ($0.45) per
share respectively. For the nine month periods ended
September 2002 and 2001 they were $4.3 million or $0.13
per share and ($11.2) million or ($0.40) per share
respectively. Adjusted to exclude non-recurring costs
as well as the effect of the product replacement in 2002,
net earnings for the three months ended September 2002
and 2001 were $1.5 million and $0.6 million; and for
the nine months ended September 2002 and 2001 were $8.6
million and $5.0 million respectively.
LIQUIDITY AND CAPITAL RESOURCES
CAPITAL EXPENDITURES
Capital expenditures were $3.1 million during the
third quarter of 2002 as compared to $3.2 million for
the comparative quarter last year. For the nine month
periods ended September 2002 and 2001 capital expenditures
were $9.6 million and $20.9 million respectively. This
reduction in capital expenditures is as a result of
management's decision to limit capital spending to only
essential projects related to both new products and
preventive maintenance programs. It is expected that
this spending level of approximately $3.0 million per
quarter will be maintained throughout the balance of
2002 and through 2003.
CREDIT FACILITIES
On March 1, 2002 the Company completed a "Bought Deal"
in Canada whereby the Company issued 5.1 million common
shares from treasury for a per share price of $9.71
(Cdn $15.50) for total net proceeds of approximately
$47.4 million. Proceeds were initially used to reduce
bank debt. Subsequently on April 15, 2002 approximately
$24.0 million was used to retire Senior Notes; and the
remaining $23.4 million was used to permanently reduce
a two year term facility of the Company's recently
refinanced bank debt.
During the third quarter the Company increased its
borrowings under its three year committed revolving
credit facility by $3.9 million to $22.8 million from
$19.9 million at the end of the second quarter. This
increase was primarily derived by changes in non-cash
working capital of $9.3 million. It is anticipated
that the Company should be able to substantially reduce
borrowings under this facility throughout the remainder
of the year as trade receivables and inventories are
reduced during the fourth quarter.
During October 2002, the Company repaid and cancelled
a term facility in the amount of $8.6 million. This
decision was taken after a review of cash flow
requirements. The effect is a reduction in borrowing
costs.
The Company remains in compliance with all of its
borrowing facilities.
ACCOUNTING CHANGES
During the first quarter of 2002, the Company adopted,
on a retroactive basis, the new CICA recommendations with
respect to Section 3062, Goodwill and Other Intangible
Assets. These standards are equivalent to the U.S. standards.
Under the new recommendations, goodwill and intangible
assets determined to have an indefinite useful life are
no longer amortized and are tested for impairment annually,
or more frequently if events or changes in circumstances
indicate that they might be impaired. Under these
recommendations, the Company was required to complete a
transitional goodwill impairment test as at January 1, 2002
by the end of the current fiscal year. Management has
completed this test and has determined no adjustment for
impairment of goodwill is necessary as a result of the
change in accounting policy.
OUTLOOK
While the economic environment remains sluggish, management
remains confident that strategies to increase sales volumes,
combined with the introduction of new products, should have
a positive effect on volumes going forward.
Management has identified cost savings opportunities which
it plans to implement over the next twelve months and which
will positively impact gross profit and gross margins. When
completed, it is estimated these changes will reduce
operating expenses by up to $12.0 million pre-tax annually.
No additional charges or provisions are currently foreseen
for these changes. Combined with the savings outlined in the
SG&A section, the cost reduction programs are expected to
result in pre-tax annual savings of $17.5 million. The impact
of additional volume and increases in selling prices should
positively impact net earnings.
Intertape Polymer Group Inc.
Consolidated Earnings
Periods ended September 30,
(In thousands of US dollars, except per share amounts)
THREE MONTHS NINE MONTHS
2002 2001 2002 2001
$ $ $ $
Sales 149,920 148,602 450,314 448,730
Cost of sales 121,532 122,544 354,566 357,183
Gross profit 28,388 26,058 95,748 91,547
Selling, general and
administrative expenses 22,309 27,837 63,062 69,785
Amortization of goodwill 1,757 5,297
Research and development 926 884 2,689 3,250
Financial expenses 8,297 13,212 25,152 29,384
31,532 43,690 90,903 107,716
Earnings (loss) before
income taxes (3,144) (17,632) 4,845 (16,169)
Income taxes (recovery) (357) (4,937) 525 (4,937)
Net earnings (loss) (2,787) (12,695) 4,320 (11,232)
Earnings per share (loss)
Basic (0.08) (0.45) 0.13 (0.40)
Diluted (0.08) (0.45) 0.13 (0.40)
Consolidated Retained Earnings
Periods ended September 30,
(In thousands of US dollars)
THREE MONTHS NINE MONTHS
2002 2001 2002 2001
$ $ $ $
Balance, beginning of year 111,674 118,272 104,567 116,966
Net earnings (loss) (2,787) (12,695) 4,320 (11,232)
108,887 105,577 108,887 105,734
Premium on purchase for
cancellation of common
shares 157
Balance, end of year 108,887 105,577 108,887 105,577
Intertape Polymer Group Inc.
Consolidated Balance Sheets
(In thousands of US dollars)
As at As at As at
September 30 September 30 December 31
2002 2001 2001
$ $ $
ASSETS
Current assets
Trade receivables (net of
allowance for doubtful
accounts of $3,552 ($7,694
in September 2001, $6,670
in December 2001) 94,996 95,348 86,529
Other receivables 11,137 16,530 13,654
Inventories 71,637 70,786 70,688
Parts and supplies 12,566 11,390 11,592
Prepaid expenses 4,711 5,180 9,450
Future income tax assets 4,025 10,585 4,025
199,072 209,819 195,938
Capital assets 357,041 368,985 366,567
Other assets 12,508 10,502 11,680
Goodwill, at amortized cost 228,525 229,192 227,804
797,146 818,498 801,989
LIABILITIES
Current liabilities
Bank indebtedness 25,992 118,786 28,046
Accounts payable and
accrued liabilities 73,433 88,226 91,507
Instalments on long-
term debt 9,929 1,324 8,310
109,354 208,336 127,863
Long-term debt 311,722 275,510 354,663
Other liabilities 3,785 4,500 3,785
Future income tax
liabilities 22,112 36,078 21,588
446,973 524,424 507,899
SHAREHOLDERS' EQUITY
Capital stock and share
purchase warrants 238,538 189,523 189,496
Retained earnings 108,887 105,577 104,567
Accumulated foreign
currency translation
adjustments 2,748 (1,026) 27
350,173 294,074 294,090
797,146 818,498 801,989
Intertape Polymer Group Inc.
Consolidated Cash Flows
Periods ended September 30,
(In thousands of US dollars)
THREE MONTHS NINE MONTHS
2002 2001 2002 2001
$ $ $ $
OPERATING ACTIVITIES
Net earnings (loss) (2,787) (12,695) 4,320 (11,232)
Non-cash items
Depreciation and
amortization 7,342 8,065 21,006 24,622
Loss on disposal of
capital assets 1,250 1,250
Future income taxes (357) (658) 525 (658)
Cash from operations
before funding of changes
in non-cash working
capital items 5,448 (5,288) 27,101 12,732
Changes in non-cash
working capital items
Trade receivables (5,237) 3,707 (8,350) 2,069
Other receivables 1,877 (4,769) 2,655 (5,058)
Inventories 4,713 14,667 (815) 17,807
Parts and supplies (122) (2,716) (655) (1,403)
Prepaid expenses 1,423 (68) 4,744 939
Accounts payable and
accrued liabilities (11,981) 2,345 (18,283) 8,845
(9,327) 13,166 (20,704) 23,199
Cash flows from operating
activities (3,879) 7,878 6,397 35,931
INVESTING ACTIVITIES
Capital assets, net of
investment tax credits (3,119) (3,202) (9,586) (20,939)
Proceed on sale of capital
assets 8,000
Other assets (1,323) (2,192) (3,594) (4,172)
Cash flows from investing
activities (4,442) (5,394) 13,180) (17,111)
FINANCING ACTIVITIES
Net change in bank
indebtedness 6,269 (2,356) 2,106) (8,572)
Repayment of long-term debt (3,635) (402) (41,324) (9,374)
Issue of Common Shares 1,716 2,533 49,042 3,387
Common Shares purchased
for cancellation (923)
Cash flows from financing
activities 4,350 (225) 5,612 (15,482)
Net increase (decrease)
in cash position (3,971) 2,259 (1,171) 3,338
Effect of foreign currency
translation adjustments 3,971 (2,259) 1,171 (3,338)
Cash position, beginning
and end of year - - - -
NOTE 1.
Basis of Presentation
In the opinion of Management the accompanying unaudited
interim consolidated financial statements, prepared in
accordance with Canadian generally accepted accounting
principles, contain all adjustments necessary to present
fairly Intertape Polymer Group Inc.'s (IPG) financial
position as at September 30, 2002 and 2001 and December
31, 2001 as well as its results of operations and its cash
flow for the three and nine month periods ended September
30, 2002 and 2001. While Management believes that the
disclosures presented are adequate, these unaudited interim
consolidated financial statements and notes should be read
in conjunction with IPG's annual consolidated financial
statements.
These unaudited interim consolidated financial statements
and notes follow the same accounting policies as the most
recent annual consolidated financial statements with the
exception of accounting changes described in Note 2.
NOTE 2.
Accounting Changes
During the first quarter, the Company adopted, on a
prospective basis, the new CICA recommendations with
respect to Section 3870, Stock-based Compensation and
Other Stock-based Payments. This new standard establishes,
among other things, financial accounting and reporting
standards for stock-based employee compensation plans.
It defines a fair value method of accounting and encourages
entities to adopt that method of accounting for its stock-
based employee compensation plans. Under this method,
compensation cost is measured at the grant date based on
the fair value of the award and is recognized over the
related service period. An entity that does not adopt the
fair value method of accounting for its award granted to
employees is required to include in its financial statements
pro forma disclosures of net earnings and earnings per share
as if the fair value method of accounting had been applied.
The Company has adopted the latter alternative treatment.
It does not expect adoption of the standard to have a material
effect on the Company's financial position or results of
operations.
Also during the first quarter, the Company adopted, on a
retroactive basis, the new CICA recommendations with respect
to Section 3062, Goodwill and Other Intangible Assets.
These standards are equivalent to the U.S. standards.
Under the new recommendations, goodwill and intangible
assets determined to have an indefinite useful life are
no longer amortized and are tested for impairment annually,
or more frequently if events or changes in circumstances
indicate that they might be impaired. Under these
recommendations, the Company is required to complete a
transitional goodwill impairment test as at January 1,
2002 by the end of the current fiscal year. Management
has completed this test and has determined no adjustment
for impairment of goodwill is necessary as a result of
the change in accounting policy.
The following table presents a reconciliation of the net
earnings (loss) and earnings (loss) per share as reported
for the prior periods to the corresponding financial
information adjusted to exclude the amortization of
goodwill recognized in those periods that is no longer
taken as a result of applying Section 3062:
In thousands of US Dollars except per share amounts
For the periods ended
September 30 Three Months Nine Months
2002 2001 2002 2001
$ $ $ $
Net earnings (loss) (2,787) (12,695) 4,320 (11,232)
Add: Amortization of
goodwill (net of $0.6
and $1.8 million of
income taxes for the
three and six months in
2001 respectively) - 1,160 - 3,496
Adjusted net earnings
(loss) (2,787) (11,535) 4,320 (7,736)
Basic earnings (loss)
per share
Net earnings (loss) (0.08) (0.45) 0.13 (0.40)
Add: Amortization of
goodwill - 0.04 - 0.12
Adjusted net earnings
(loss) (0.08) (0.41) 0.13 (0.28)
Diluted earnings (loss)
per share
Net earnings (loss) (0.08) (0.45) 0.13 (0.40)
Add: Amortization of
goodwill - 0.04 - 0.12
Adjusted net earnings
(loss) (0.08) (0.41) 0.13 (0.28)
NOTE 3.
Earnings per share
The following table provides a reconciliation between
basic and diluted earnings (loss) per share:
In thousands of US Dollars except per share amounts
For the periods ended
September 30 Three Months Nine Months
2002 2001 2002 2001
$ $ $ $
Net earnings (loss)
applicable to common
shares (2,787) (12,695) 4,320 (11,232)
Weighted average number
of common shares 33,701 28,346 32,470 28,189
Effect of dilutive stock
options and warrants (a) - - 431 -
Weighted average number
of dilutive common shares
outstanding 33,701 28,346 32,901 28,189
Basic earnings (loss)
per share (0.08) (0.45) 0.13 (0.40)
Diluted earnings (loss)
per share (0.08) (0.45) 0.13 (0.40)
(a) Diluted earnings (loss) per share is calculated
by adjusting outstanding shares, assuming any
dilutive effects of stock options and warrants.
For the three month period ended September 30,
2002 the effect of stock options and warrants
numbering 271,978 were not included as the effect
would be anti-dilutive. For the three and nine month
periods ended September 30, 2001 the effect of stock
options and warrants numbering 256,750 and 281,059
respectively were not included as the effect would
be anti-dilutive.
NOTE 4.
Accounting for compensation programs
As at September 30, 2002 the Company had a stock-based
compensation plan, which is described in the 2001
Annual Report. The Company does not record any
compensation expense with respect to this plan.
Had compensation cost for the Company's stock-based
compensation plan been determined using the fair
value based method for awards at the grant date under
the plan, the Company's net earnings (loss) and
earnings (loss) per share and diluted earnings (loss)
per share for the three and nine month periods ended
September 30, 2002 would have been affected as follows:
In thousands of US Dollars except per share amounts
For the periods ended
September 30 Three Months Nine Months
2002 2002
$ $
Net earnings (loss) (2,787) 4,320
Fair value of stock
based compensation 165 328
Adjusted net earnings
(loss) (2,952) 3,992
Adjusted basic earnings
(loss) per share (0.09) 0.12
Adjusted diluted earnings
(loss) per share (0.09) 0.12
NOTE 5.
Differences in Accounting Between The United
States of America and Canada
Re-pricing of Stock Options
The re-pricing of stock options that occurred
in 2001 has resulted, under US GAAP, in variable
plan accounting for the re-priced options. Under
US GAAP, the Company's net earnings (loss), basic
earnings (loss) per share and diluted earnings (loss)
per share would have been reduced as follows:
In thousands of US Dollars except per share amounts
For the periods ended
September 30 Three Months Nine Months
2002 2001 2002 2001
$ $ $ $
Net earnings (loss) (2,787) (12,695) 4,320 (11,232)
Fair value of stock
repricing (1,268) (2,600) 891 -
Adjusted net earnings
(loss) (1,519) (10,095) 3,429 (11,232)
Adjusted basic earnings
(loss) per share (0.05) (0.36) 0.11 (0.40)
Adjusted diluted earnings
(loss) per share (0.05) (0.36) 0.10 (0.40)
NOTE 6.
Capital Stock
Average number of common shares outstanding
For the periods ended
September 30 Three Months Nine Months
2002 2001 2002 2001
Cdn GAAP Basic 33,701,307 28,346,102 32,469,521 28,188,650
Cdn GAAP Diluted 33,701,307 28,346,102 32,900,516 28,188,650
US GAAP Basic 33,701,307 28,346,102 32,469,521 28,188,650
US GAAP Diluted 33,701,307 28,346,102 32,900,516 28,188,650
NOTE 7.
Items included in earnings
2002
In September 2002, management approved a plan for the
consolidation of its operations related to the Flexible
Intermediate Bulk Container division to be completed in
June 2003. The plan involves the closing of two
manufacturing plants and a reduction of 77 employees.
The total charge for the restructuring is $2.7 million,
of which $0.9 million represents non-cash items. Of the
total charge, $1.4 million was recorded in the cost of
goods sold and $1.3 million in the selling, general and
administrative expenses.
The following table details restructuring charge
for the three and nine- month periods ended September
30, 2002
Bal of
Provision for Cumulative drawdowns Provision
restructuring as at
charges Cash Non-cash Sept 30
2002
$ $ $ $
Employee termination
benefits 1,825 - - 1,825
Inventory write downs 600 - 600 -
Equipment write downs 150 - 150 -
Other 150 - 150 -
2,725 - 900 1,825
Also included in cost of sales for the three and
nine-month periods ended September 30, 2002, is
$1.1 million related to the disposal of certain
manufacturing equipment.
2001
Included in cost of sales for the three month period
ended September 30, 2001 is $3.7 million to write down
of finished goods inventory and for severance costs on
planned workforce reductions.
Included in cost of sales for the nine month period
ended September 30, 2001 is $6.7 million to write down
finished goods inventory, finalize the set up of the
regional distribution centers and for severance costs on
planned workforce reductions.
Included in selling, general and administrative expenses
for the three month period ended September 30, 2001 is
$8.0 million to increase the Company's bad debt reserve
and for severance costs on planned workforce reductions.
Included in selling, general and administrative expenses
for the nine month period ended September 30, 2001 is $10.0
million to increase the Company's bad debt reserve and for
severance costs on planned workforce reductions.
Included in financial expenses for the three and nine
month period ended September 30, 2001 is $6.7 million
related to the Company's refinancing of its debt.
Safe Harbor Statement
The reader should note that the Company's forward-looking
statements speak only as of the date this MD&A or when made
and the Company undertakes no duty or obligation to update
or revise its forward-looking statements. Although
management believes that the expectations, plans,
intentions and projections reflected in its forward-looking
statements are reasonable, such statements are subject to
known and unknown risks, uncertainties and other factors
that may cause the Company's actual results, performance
or achievements to be materially different from any future
results, performance or achievements expressed or implied
by the forward-looking statements. The risks, uncertainties
and other factors that the Company's stockholders and
prospective investors should consider include, but are
not limited to, the following: risks associated with
pricing, volume and continued strength of markets where
the Company's products are sold; delays and disruptions
associated with terrorist attacks and reprisals, political
instability, heightened security and war in countries of
the world that affect the Company's business; the effect
of competition on the Company's ability to maintain
margins on existing or acquired operations; and other
risk factors listed from time to time in the Company's
reports (including its Annual Report on Form 40-F) filed
with the U.S. Securities and Exchange Commission.