ARMTEC INFRASTRUCTURE INC.

Transcription

1 ARMTEC INFRASTRUCTURE INC. ANNUAL INFORMATION FORM For the year ended December 31, 2013 March 25, 2014

2 TABLE OF CONTENTS ANNUAL INFORMATION FORM... 1 GLOSSARY OF TERMS... 1 STRUCTURE OF ARMTEC... 5 CORPORATE STRUCTURE... 5 GENERAL DEVELOPMENT OF THE BUSINESS... 6 THREE YEAR HISTORY... 6 DESCRIPTION OF THE BUSINESS PRODUCTS OVERVIEW SUPPLIERS COMPETITION EMPLOYEES SALES & MARKETING INTANGIBLE ASSETS ECONOMIC CYCLES SEASONALITY ENVIRONMENTAL DESCRIPTION OF ARMTEC CAPITAL STRUCTURE DIVIDENDS AND CASH DISTRIBUTIONS MATERIAL DEBT RATINGS ESCROWED SECURITIES DIRECTORS AND EXECUTIVE OFFICERS CONFLICTS OF INTEREST VOTING SECURITIES COMMITTEES MARKET FOR SECURITIES LEGAL PROCEEDINGS FORWARD-LOOKING INFORMATION RISK FACTORS MATERIAL CONTRACTS INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS INTEREST OF EXPERTS TRANSFER AGENT AND REGISTRAR ADDITIONAL INFORMATION APPENDIX: AUDIT COMMITTEE CHARTER... 46

3 ANNUAL INFORMATION FORM This is the annual information form ( AIF ) of Armtec Infrastructure Inc. All information in this AIF is presented as at December 31, 2013 unless otherwise noted. References to dollars are in Canadian dollars unless otherwise noted. GLOSSARY OF TERMS The following is a glossary of certain terms used in this AIF. AHL means Armtec Holdings Limited, a corporation continued under the OBCA on October 26, AIF means this annual information form of the Company. ALP means Armtec Limited Partnership, a limited partnership established under the laws of the Province of Ontario on July 16, 2004 pursuant to the ALP Limited Partnership Agreement. ALP Limited Partnership Agreement means the limited partnership agreement of ALP dated July 16, 2004 between AHL, as the general partner, and ALPC, as a limited partner, and each person who is admitted to ALP as a limited partner, as amended, modified or supplemented from time to time. ALPC means Armtec Limited Partner Corp., a corporation incorporated under the OBCA on July 13, Amended and Restated Stock Option Plan has the meaning ascribed thereto under Description of Armtec Capital Structure below. Armtec means the Company together with the Armtec Entities. Armtec Entities means AHL, ALPC, ALP, DCS and Armtec US. Armtec US means Armtec US Limited, Inc., a corporation incorporated under the General Corporation Law, Title 8, Delaware Code on January 4, Arrangement means the arrangement completed on January 1, 2011 under the provisions of Section 182 of the OBCA, on the terms and conditions set forth in the Plan of Arrangement. Arrangement Agreement means the arrangement agreement made as of the 7 th day of May, 2010 among the Fund, Armtec Exchangeable Partnership, Armtec AEP GP Limited and the Company providing for the Arrangement, as amended by an amending agreement made as of June 18, Articles of Arrangement means the articles of arrangement in respect of the Arrangement filed with the OBCA Director to give effect to the Arrangement. Audit Committee means the audit committee of the Company. "Brookfield" means Brookfield Capital Partners Fund III L.P., an affiliate of Brookfield Asset Management. Brookfield Credit Facility has the meaning ascribed thereto under Description of Armtec Material Debt below. 1

4 CBCA means the Canada Business Corporations Act, R.S.C. 1985, c. C.44, including the regulations promulgated thereunder, in either case, as amended. Certificate of Arrangement means the certificate of arrangement dated January 1, 2011 issued by the OBCA Director pursuant to Subsection 183(2) of the OBCA upon the filing of the Articles of Arrangement giving effect to the Arrangement. Common Shares means the common shares in the capital of the Company. Computershare means Computershare Investor Services Inc., the registrar and transfer agent for the Common Shares. Computershare Trust Company means Computershare Trust Company of Canada, the trustee for the Debentures and the Senior Notes. Company means Armtec Infrastructure Inc., a corporation incorporated under the OBCA on May 5, DCS means Durisol Consulting Services Inc., a corporation incorporated under the CBCA on February 10, Debentures means the 40, % convertible unsecured subordinated debentures of the Fund issued pursuant to the Debenture Indenture, which were assumed by the Company on the effective date of the Arrangement pursuant to the First Supplemental Indenture. Debenture Indenture means the convertible debenture indenture dated June 30, 2010 among the Fund and Computershare Trust Company providing for the issue of the Debentures. Debenture Underwriting Agreement means the underwriting agreement dated June 17, 2010 between the Fund, the Company and a syndicate of underwriters providing for the creation, offering and sale of the Debentures. Director or Directors means a director or directors of the Company. Director RSU Plan has the meaning ascribed thereto under Description of Armtec Capital Structure below. Drainage Solutions or Drainage has the meaning ascribed thereto under Description of Armtec Products Overview below. DRIP has the meaning ascribed thereto under General Development of the Business Three Year History below. Existing Legal Proceedings has the meaning ascribed thereto under General Development of the Business Three Year History below. First Supplemental Indenture means the first supplemental indenture dated January 1, 2011 between the Fund, the Company and Computershare Trust Company providing for, among other things, the assumption by the Company of the obligations of the Fund under the Debentures. Fund means Armtec Infrastructure Income Fund, an unincorporated, open-ended, limited purpose trust established under the laws of the Province of Ontario on June 15, 2004 pursuant to the Fund Declaration of Trust and terminated on January 1, Fund Declaration of Trust means the declaration of trust dated June 15, 2004, as amended and restated on July 27, 2004, pursuant to which the Fund was established. 2

5 Income Tax Act means the Income Tax Act, R.S.C. 1985, c. 1. (5th Supp.), as amended, including the regulations promulgated thereunder. Inducement Options means the options to purchase Common Shares granted to Mr. Mark D. Anderson and Mr. Dennis Lattimore as an inducement to accept an offer of full time employment with the Company as described under Description of Armtec Capital Structure below. Management RSU Plan has the meaning ascribed thereto under Description of Armtec Capital Structure below. OBCA means the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, including the regulations promulgated thereunder, in either case, as amended. OBCA Director means the director appointed under Section 278 of the OBCA. Options has the meaning ascribed thereto under Description of Armtec Capital Structure below. Plan of Arrangement means the plan of arrangement attached as Exhibit A to the Arrangement Agreement. Precast Concrete Solutions or Precast has the meaning ascribed thereto under Description of Armtec Products Overview below. Revolving Credit Facility has the meaning ascribed thereto under Description of Armtec Material Debt below. RSUs has the meaning ascribed thereto under Description of Armtec Capital Structure below. RSU Plans has the meaning ascribed thereto under Description of Armtec Capital Structure below. Senior Notes means the 8.875% senior unsecured guaranteed notes due September 22, 2017 issued by AHL pursuant to the Senior Notes Trust Indenture. Senior Notes Trust Indenture means the trust indenture dated September 22, 2010 among AHL, as issuer, certain of the Armtec Entities, as guarantors, and Computershare Trust Company, as trustee, providing for the issue of the Senior Notes. Senior Notes Underwriting Agreement means the underwriting agreement dated September 15, 2010 between AHL and a syndicate of underwriters providing for the creation, offering and sale of the Senior Notes. Shareholders means the beneficial holders from time to time of Common Shares. Shareholder Rights Plan means the shareholder rights plan which became effective with respect to the Company upon completion of the Arrangement. Shareholder Rights Plan Agreement means the amended and restated shareholder rights plan agreement dated June 24, 2013 between the Company and Computershare, as rights agent, providing for the Shareholder Rights Plan. TSX means the Toronto Stock Exchange Brookfield Credit Agreement has the meaning ascribed thereto under General Development of the Business Three Year History below Brookfield Credit Facility has the meaning ascribed thereto under Description of Armtec Material Debt below. 3

6 2011 Stock Option Plan has the meaning ascribed thereto under Description of Armtec Capital Structure below Underwriting Agreement has the meaning ascribed thereto under General Development of the Business Three Year History below. 4

7 STRUCTURE OF ARMTEC Common Shares Publicly Held Armtec Infrastructure Inc. (Ontario) Common Shares and Preferred Shares, Series 1, 100% Common Shares, 100% Shares, 100% Armtec Holdings Limited (Ontario) Common Shares, 100% Durisol Consulting Services Inc. (Federal) Armtec US Limited, Inc. (Delaware) Armtec Limited Partner Corp. (Ontario) Class A LP Units, 0.1% General Partner and Class A LP Units, 99.9% Armtec Limited Partnership (Ontario) Armtec Infrastructure Inc. was incorporated on May 5, 2010 pursuant to the provisions of the OBCA, and is the successor to the Fund. At the annual and special meeting of the unitholders of the Fund held on June 24, 2010, in addition to the regular annual meeting matters and certain special meeting matters, unitholders of the Fund approved the conversion of the Fund from its income trust structure to a corporate structure, being the Company, effective on or about January 1, As at December 31, 2013, the Company owned, directly or indirectly, all of the securities of AHL, ALPC, ALP, DCS and Armtec US. The Company is a reporting issuer in all of the provinces of Canada and is subject to the informational reporting requirements under the securities laws of such jurisdictions. The head and registered office of the Company is located at 3300 Highway 7 West, Suite 500, Concord, Ontario L4K 4M3. Corporate Structure The diagram above illustrates the organizational structure of the Company together with the Armtec Entities (for simplification, this diagram omits certain wholly-owned inactive subsidiaries of the Company). 5

8 The following is a description of the Armtec Entities: AHL AHL is a corporation continued under the laws of the Province of Ontario, and is the sole general partner of ALP. Other than (i) acting as the general partner of ALP, (ii) participating in acquisitions, (iii) issuing debt securities as described in more detail under the heading Description of Armtec Material Debt below, and (iv) owning certain of the assets used in the business of Armtec, AHL does not conduct any active business in the ordinary course. The sole shareholder of AHL is the Company. ALPC ALPC is a corporation incorporated under the laws of the Province of Ontario and is a limited partner of ALP. Other than holding an investment in ALP, ALPC does not conduct any active business. ALP ALP is a limited partnership established under the laws of the Province of Ontario pursuant to the ALP Limited Partnership Agreement. Armtec s operations are carried on through ALP. ALP s business is manufacturing and/or marketing of drainage products and precast concrete products, highway noise barriers and engineered solutions for infrastructure applications. Its customers are in a diverse cross-section of industries, including the public infrastructure market and private sector markets such as commercial construction, residential building, natural resources and agricultural drainage. Other than the assets held by AHL, ALP owns substantially all of the assets used in the business of Armtec. The limited partners of ALP are currently ALPC and AHL. DCS DCS is a corporation incorporated under the laws of Canada. All of the issued and outstanding shares of DCS are held by AHL. Prior to 2010, DCS provided engineering consulting services to ALP and other third party entities. DCS no longer carries on any active business. Armtec US Armtec US was incorporated under the laws of the State of Delaware on January 4, All of the issued and outstanding shares of Armtec US are held by AHL. Armtec US provides sales services in the United States ( US ). Three Year History GENERAL DEVELOPMENT OF THE BUSINESS 2011 On January 1, 2011, the Fund and the Company completed the Fund s conversion from an income trust structure to a corporate structure. The Arrangement became effective upon the filing of the Articles of Arrangement and the issuance to the Company by the OBCA Director of the Certificate of Arrangement dated January 1, In connection with the Arrangement, the Company assumed all of the obligations of the Fund under the Debentures and the Debenture Indenture pursuant to the First Supplemental Indenture, including the obligation to issue Common Shares upon conversion of the Debentures. For further information please see the section Description of Armtec Material Debt below. Upon completion of the Arrangement, the Company became a successor reporting issuer to the Fund under the securities laws of each of the provinces of Canada. On January 4, 2011, the Common Shares and the Debentures commenced trading on the TSX under the symbols ARF and ARF.DB, respectively, and the units of the Fund were delisted. Following completion of the Arrangement, the Company and certain of its wholly-owned subsidiaries undertook a post-arrangement reorganization which was completed on January 4,

9 (the 2011 Reorganization ). Pursuant to the 2011 Reorganization, the Fund was terminated. A notice of change in corporate structure pursuant to Section 4.9 of National Instrument describing the conversion was filed by the Fund and the Company on SEDAR on January 10, 2011 at For a diagram of Armtec s organizational structure following the 2011 Reorganization, please see the section Structure of Armtec Corporate Structure above. On March 14, 2011, Armtec announced that it had adopted a dividend reinvestment and optional cash purchase plan (the DRIP ). The DRIP allows Shareholders to direct their cash dividends to be reinvested in additional Common Shares which, when issued from treasury, may be issued at a discount of up to 5% of the market price of the Common Shares. Armtec may from time to time, at its discretion, direct that such Common Shares be purchased through the facilities of the TSX at prevailing market prices. On March 24, 2011, Armtec announced the appointment of Mark D. Anderson to the newly created executive position of Chief Operating Officer effective April 4, Reporting to the President and Chief Executive Officer, Mr. Anderson was tasked with driving operational improvements and advancing business excellence while supporting Armtec's growth strategy. On March 30, 2011, Armtec entered into an agreement (the 2011 Underwriting Agreement ) with a syndicate of underwriters led by Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. to complete a bought deal public offering. This offering resulted in the issuance of 3,565,000 additional Common Shares for net proceeds of $55.7 million. On April 13, 2011, Armtec closed the bought deal financing. The proceeds from the offering were used to reduce indebtedness under its then existing credit facility. On March 31, 2011, Armtec amended and restated its existing credit agreement dividing its then existing credit facilities into a revolving credit facility and term credit facility in the maximum principal amounts of $175 million and $75 million, respectively. The purpose of this revolving credit facility was for Armtec's general business purposes and to refinance a portion of its then existing credit facility. On June 8, 2011, Armtec announced that it had suspended payment of its quarterly dividend until further notice. It was anticipated that the earnings test on the Senior Notes would prevent Armtec from paying dividends beginning in the third quarter of On June 15, 2011, Armtec announced that Standard and Poor s Rating Services, a division of The McGraw-Hill Companies (Canada) Corporation ("S&P"), and DBRS Limited ( DBRS ) had both announced that ratings issued for AHL and the Senior Notes had been placed under review. DBRS announced that it had placed the BB (low) issuer rating for AHL and the BB rating for the Senior Notes under review with negative implications. S&P announced that it had lowered its long-term corporate credit rating on AHL to B+ from BB- and lowered its rating on the Senior Notes to B- from B. The recovery rating on the Senior Notes remained unchanged by S&P at 6, indicating negligible recovery (0%-10%) in the event of a default. S&P further announced that it was placing the ratings on CreditWatch with negative implications. For further information regarding the credit ratings for AHL and the Senior Notes please see the section Description of Armtec Ratings below. On June 16, 2011 and July 7, 2011, respectively, the Company and certain of its directors and former officers (along with certain third party underwriters) were named as defendants in two potential class action proceedings commenced before the Ontario Superior Court of Justice in respect of alleged violations of securities legislation, negligent misrepresentation and other causes of action in connection with alleged misrepresentations and omissions in the Company's preliminary short form prospectus dated March 30, 2011, the Company's final short form prospectus dated April 6, 2011, and in its public disclosure (collectively, the Existing Legal Proceedings ). A third potential class action proceeding was commenced in the Superior Court of Quebec on October 12, On January 20, 2012, the Ontario Superior Court of Justice stayed one of the Ontario actions and prohibited any further actions being commenced against the Company in respect of securities purchased between March 30, 2011 and June 8, For further information please see the sections General Development of the Business Three Year History 2013, Description of Armtec Legal Proceedings and Risk Factors Existing Legal Proceedings below. 7

10 On July 26, 2011, DBRS downgraded its issuer rating of AHL to B (high) from BB (low) and the Senior Notes to B from BB. DBRS also downgraded the recovery rating of the Senior Notes to RR5 from RR3. Both the issuer rating and the rating on the Senior Notes remained under review with negative implications. For further information regarding the credit ratings for AHL and the Senior Notes please see the section Description of Armtec Ratings below. On July 28, 2011, Armtec announced that it expected to record a non-cash impairment charge of approximately $140 million against goodwill, other intangible assets, and certain property, plant and equipment in its financial results for the second quarter of 2011 as a result of the decline in the Company s Common Share price in the second quarter. On August 9, 2011, Armtec announced that it had recorded this non-cash impairment charge. On August 2, 2011, Armtec entered into a credit agreement between AHL as borrower, and Brookfield Capital Partners Ltd. as collateral agent and as lender (as amended, the 2011 Brookfield Credit Agreement ) which provided Armtec with a term credit facility in the principal amount of $125 million (the 2011 Brookfield Credit Facility ). On August 19, 2011 Armtec drew the full amount available under the 2011 Brookfield Credit Facility and repaid in full the lenders under its then existing credit facilities with the remaining cash balance available for general corporate purposes. For further information please see the section Description of Armtec Material Debt below. On September 6, 2011, DBRS confirmed its issuer rating of AHL at B (high), Senior Notes at B and recovery rating on the Senior Notes at RR5. DBRS removed the ratings from under review with negative implications and changed the trends on the ratings to negative. For further information regarding the credit ratings for AHL and the Senior Notes please see the section Description of Armtec Ratings below. On October 23, 2011, Mark D. Anderson assumed the position of President and Chief Executive Officer of Armtec. Concurrent with this change, Charles Phillips resigned as President and Chief Executive Officer and as a Director of Armtec in order to pursue other interests. On November 14, 2011, as a result of the continued decline in the market price of the Common Shares during the third quarter of 2011, Armtec recorded an additional non-cash impairment charge of approximately $50.2 million against goodwill, other intangible assets and certain property, plant and equipment in its financial results for the third quarter of On November 14, 2011, Armtec also announced the details of a comprehensive turnaround plan intended to improve the near and long term earnings and cash flow with a primary focus on cost reduction. Management established an EBITDA improvement target of $20.0 million with the benefit of these initiatives expected to occur over the next 12 to 24 months. Facilities were closed in Langley, B.C. and Lethbridge, Alberta. In both cases the leases expired early in The equipment from those locations was relocated to support production in other facilities, addressing capacity constraints. One time cash costs were estimated to be $5.0 million and were primarily related to severance costs associated with an approximate headcount reduction of 270 employees or approximately 14% of Armtec s total workforce at the end of Armtec successfully completed the turnaround plan during On December 6, 2011, Armtec announced that S&P had announced that it had changed its long-term corporate credit rating issued for AHL to B from B+. S&P further announced that it had affirmed its B- issue-level rating on the Senior Notes, and revised the recovery rating on the Senior Notes to 5 from 6. For further information regarding the credit ratings for AHL and the Senior Notes please see the section Description of Armtec Ratings below. In December 2011, AHL entered into an amendment of the 2011 Brookfield Credit Agreement which permitted the use of cash collateral and/or letters of credit to secure obligations under a new surety facility and increasing, to a limit of $75 million on a total contract value basis, the cumulative impairment of property, plant and equipment allowable for the purposes of the agreement that Armtec may write-down under specified impairment provisions in IFRS. 8

11 2012 On January 30, 2012, Armtec announced that James R. Newell had resigned as Chief Financial Officer of Armtec effective immediately in order to pursue another interest. On the same day, Malcolm Buxton-Forman, the former Vice President, Finance of Armtec, assumed the position of Interim Chief Financial Officer of Armtec. On March 22, 2012, Armtec announced that as a result of the continued decline in the price of the Company s Common Shares, it recorded an additional non-cash impairment charge of approximately $78.4 million against intangible assets and certain property, plant and equipment in its financial results for the fourth quarter of On March 22, 2012, Armtec also announced that Mark D. Anderson, President and Chief Executive Officer of Armtec, had been appointed to the Board of Directors of the Company. On May 9, 2012, Armtec announced that Malcolm Buxton-Forman, Interim Chief Financial Officer of Armtec, had been appointed as the Company s Chief Financial Officer. On May 14, 2012, Armtec announced that Farouk M. Ahamed and J. Mark Richardson had been appointed to the Board of Directors of the Company. On May 15, 2012, DBRS announced that it had downgraded its issuer rating of AHL to B from B (high) and the instrument rating of the Senior Notes to B (low) from B. The trend for both the issuer rating and the rating on the Senior Notes remained negative. The recovery rating for RR5 remained unchanged. On December 13, 2012, Armtec reported that S&P had announced that it had changed its long-term credit rating issued for AHL to B- from B and that the trend for this rating was stable. S&P further announced that it had changed its issue-level rating on the 8.875% Senior Notes issued by AHL to CCC from B-, and revised the recovery rating on the Senior Notes to 6 from 5. On December 21, 2012, Armtec announced that AHL had completed a refinancing of the 2011 Brookfield Credit Facility. The Company announced that the new refinancing arrangement was comprised of a $60 million revolving asset based loan with Canadian Imperial Bank of Commerce and a $110 million term loan facility with Brookfield Capital Partners Fund III LP. The facilities were used, in part, to repay all amounts owing under the 2011 Brookfield Credit Facility. In addition to the principal, the repayment included the accrued interest, the prepayment fee, the exit fee and the financing fee payable. Both facilities are for a 48 month term and are secured by a charge on Armtec s assets. At the closing of the refinancing, Armtec drew the full amount under the term loan facility and approximately $15 million under the revolving facility. The remaining accessible balance under the revolving facility is available for general corporate purposes. In connection with the refinancing, warrants that were previously issued to Brookfield in connection with the 2011 Brookfield Credit Facility were cancelled for no consideration On January 2, 2013, Armtec launched a new business unit structure to better leverage its strengths. The change realigned Armtec from a geographically-focused regional structure to a product-based business unit structure. Under the new structure, Armtec operates two core business units, being: (i) the Precast Concrete Solutions unit, which focuses on concrete products and services ranging from structural components for bridges and parking garages to wall panels, noise barriers, utility vaults and landscaping products; and (ii) the Drainage Solutions unit, which is responsible for Armtec s extensive range of structural steel, corrugated steel and plastic pipe products, Platon and stormwater detention systems. Armtec maintains its current Shared Service Centre that streamlines health and safety, environmental, human resources, finance and information technology support services. On May 10, 2013, DBRS confirmed its issuer rating of AHL at B and the instrument rating of the Senior Notes at B (low). DBRS announced that it changed the trend for both of these ratings from Negative to Stable. The recovery rating on the Senior Notes remained unchanged at RR5. 9

12 On June 24, 2013, at the annual and special meeting of the shareholders of the Company, the shareholders approved a special resolution authorizing the change of the municipality in which the registered office of the Company is located from the City of Guelph to the City of Vaughan. The head and registered office of the Company is now located at 3300 Highway 7 West, Suite 500, Concord, Ontario L4K 4M3. In addition, the Shareholders approved the Amended and Restated Stock Option Plan such that the aggregate number of Common Shares that can be issued under the plan cannot exceed 2,342,000. On September 26, 2013, Armtec announced that an agreement in principle was reached to fully and finally settle the Existing Legal Proceedings. The agreement in principle provided for a payment of approximately $12.9 million, inclusive of all taxes, fees, interest and costs by Armtec s insurers. Accordingly, the settlement should not impact the Company s cash resources (note that this is forwardlooking information. For more information, see the sections Forward-Looking Information and Risk Factors below). For further information please see the sections General Development of the Business Three Year History Recent Developments, Description of Armtec Legal Proceedings and Risk Factors Existing Legal Proceedings below. On October 10, 2013, Armtec announced that Kevin Young had left his position as President, Drainage Solutions, effective on the same day. On October 16, 2013, Armtec announced that Jason Redman had been appointed as President, Drainage Solutions, effective October 21, Recent Developments On January 2, 2014, Huber Capital Management, LLC reported that as of December 31, 2013, it acquired an additional 611,156 Common Shares such that it held or controlled an aggregate of 4,810,236 Common Shares, representing approximately % of the outstanding Common Shares of Armtec. Huber Capital Management, LLC indicated the acquisition of the additional Common Shares was made for investment purposes. In February of 2014, the parties to the Existing Legal Proceedings entered into a definitive settlement agreement. In connection with this definitive settlement agreement, a court-approved notice will be issued regarding the settlement approval process and the settlement terms. The settlement is subject to the fulfillment of customary conditions including opt-out thresholds and court approval. There is no assurance that these conditions will be fulfilled. For further information please see the sections Description of Armtec Legal Proceedings and Risk Factors Existing Legal Proceedings below. DESCRIPTION OF THE BUSINESS Armtec is a leading manufacturer and marketer of a comprehensive range of infrastructure products and engineered construction solutions for customers in a diverse cross-section of industries that are located in each main region of Canada, as well as in selected markets globally. These markets include Canada s national and regional public infrastructure markets and private sector markets in residential construction, commercial building, agricultural drainage and natural resources. Armtec s head and registered office is located at 3300 Highway 7 West, Suite 500, Concord, Ontario L4K 4M3. As at December 31, 2013, Armtec operated through a network of regional offices and manufacturing facilities across Canada, which includes 45 locations comprised of 37 manufacturing facilities and distribution yards, and 8 sales, administrative and engineering offices. The majority of the manufacturing plants are situated in close proximity to major markets in Canada. This network enables Armtec s sales team to work directly with regional contractors and local municipalities at the critical product specification stage, and is key to reducing transportation costs and providing a high level of customer service. To meet the needs of customers outside Canada, Armtec also employs a direct sales force and maintains a series of strategic relationships to distribute and support its products globally. 10

13 On January 2, 2013, Armtec realigned its operations from a geographically-focused regional structure to a product-based business unit structure. Effective January 2, 2013, Armtec operates two core business units, being (i) the Precast Concrete Solutions unit, which focuses on concrete products and services ranging from structural components for bridges and parking garages to wall panels, noise barriers, utility vaults and landscaping products; and (ii) the Drainage Solutions unit, which is responsible for Armtec s extensive range of engineered steel, corrugated steel and plastic pipe products, Platon and stormwater detention systems. The realignment was designed to improve Armtec s focus on its core businesses, improve the implementation of best practices, increase market area accountability for results and strengthen its ability to compete locally, while still offering the full range of products and services across geographic markets. Products Overview Armtec has developed a broad suite of complementary drainage and precast concrete infrastructure products, which has positioned Armtec as a leading solutions provider to its diverse base of customers in public infrastructure, residential construction, commercial building, agricultural drainage and natural resources. Drainage Solutions The significant categories of drainage products offered by Armtec include: (a) high density polyethylene products, (b) steel products and (c) resale products. Drainage operations are located across Canada with 22 manufacturing and distribution sites and 6 sales offices. Collectively, drainage products represented approximately 36% of the total revenue of Armtec s business in 2013 and approximately 40% of the total revenue of Armtec s business in a) High-Density Polyethylene ( HDPE ) Products HDPE pipe offers numerous advantages over competing materials, including lighter weight, ease of installation, strong and tight joints, and chemical and abrasion resistance. Although Armtec sells HDPE pipe primarily for drainage and storm sewers, the product can also be used for other applications such as storm water detention tanks, road culverts and underground conduits for electrical and telecommunications wire. HDPE tubing products have replaced the use of clay tiles and/or concrete in land drainage applications. The product is used in agricultural land drainage to increase crop yields, as weeping tile in new home construction applications, in repairs and renovations of existing homes as well as edge drains and road construction applications. Weeping tile is often specified for use in conjunction with Platon, described below. Platon is an impermeable membrane that is manufactured from HDPE and used as a foundation and basement damp-proofing barrier for residential construction and repair. Platon relies on air gap technology and is the only product in the residential foundation market that guarantees crack-bridging performance of up to 1 4 inch. Platon is also used in the construction of sub floors in residential basements. Armtec manufactures Platon under an agreement with Isola AS of Norway, and has the rights to sell the product in Canada and Mexico (on an exclusive basis). In addition, Armtec has a distribution agreement with Isola AS for the distribution of Platon throughout the US residential housing and building trade markets. b) Steel Products The attributes of corrugated steel pipe ( CSP ) include lower installation costs relative to concrete pipe, ease of installation due to its lighter weight and flexibility and sufficient strength for many common applications. As a result of these attributes, CSP has a significant share of the market for drainage and culvert applications. CSP is supplied in a variety of coatings to meet specific durability requirements. CSP products are manufactured at Armtec s facilities in regional plants across Canada. Ultra Flo Spiral Rib Pipe ( Ultra Flo ) is an economical alternative to conventional smooth-wall pipe materials such as concrete, ductile iron and plastic for storm sewer drainage systems. It is a flexible 11

14 metal pipe with spiral ribs and a continuous interlocking seam that is hydraulically smooth on the inside. Its unique design results in flow characteristics similar to the alternative materials noted above. Typical applications for this product include storm sewers, highway centreline (median) drainage and underground storm water detention tanks. Ultra Flo is a complementary product to the HDPE BOSS 2000 and POLY-TITE products offered by Armtec because it is available in much larger diameters than is currently available for HDPE products. Multi-Plate and Bridge-Plate bridge solutions are used as cost-effective structural steel alternatives to traditional concrete bridge and drainage structures and are particularly well-suited to a more rugged construction environment. Multi-Plate is available in a wide range of shapes and sizes to suit the needs of the drainage and short-span bridge market. Bridge-Plate, being the strongest corrugated steel product available in soil-steel bridge applications, is 3.5 times stronger and 10 times stiffer than conventional structural plate. These enhanced properties allow Armtec to design span structures with lighter steel sections, providing very cost-effective solutions. Typical applications for this product include bridge structures over water, road/rail grade separations and avalanche protection structures. Armtec manufactures steel bin retaining walls. Bin walls are constructed by bolting lightweight galvanized steel members together at the job site. Once backfilled, the solid mass acts as a gravity retaining wall. Typical applications include road widening, slope stabilization, grade separations and fresh water dock facilities. Armtec manufactures an array of steel highway safety accessories, including steel guardrail and signposts. c) Resale Products In 2006, Armtec broadened its product offering by entering into a sales and distribution agreement with CONTECH Stormwater Solutions, a leading supplier of storm water quality systems in the US. Under the terms of this agreement, Armtec became a national distributor for these products and offers its Canadian customers a product line which includes a full range of storm water quality management products that provide on-site primary treatment of storm water run-off. Typical application of this product includes storm water management in commercial retail developments. Armtec distributes a broad line of geosynthetics under brand name labels, which are used for soil strengthening and stabilization. Geosynthetics are well accepted for use in soil stabilization and soil architecture. Typical applications for this product include road construction base stabilization, golf course construction, steepened slopes construction and retaining walls. Armtec distributes a broad line of cast iron and fabricated water control gates for irrigation and municipal applications, such as flow control for water treatment plants, flood control, control of cooling water in power plants, irrigation and canal applications. Precast Concrete Solutions Armtec has developed a broad range of engineered precast products including multiple bridge structures, slabs and components, noise control solutions, building wall and flooring systems and parking structure and sports venue slabs and components. Standard precast products include roof slabs, reinforced concrete pipe, utility vaults, landscaping products, and site amenity products. Precast operations are located across Canada with 14 manufacturing and distribution sites and 2 dedicated engineering locations. Precast products represented approximately 64% of the total revenue of Armtec s business in 2013 and approximately 60% of the total revenue of Armtec s business in a) Bridges and Slabs Armtec s special expertise with bridges has resulted in participation in a wide range of large and small projects. Armtec pioneered the use of pre-stressed and precast concrete in bridge construction in Western Canada and is a market leader in Central Canada in these product lines. Specific components utilized in engineered bridge products typically include precast bridge girders and beams, piles, decks and slabs (including Double-T and Hollow-core slabs). 12

15 Bridge girders are structural elements used in the construction of bridge spans and are designed to support bridge decks and traffic loads. Girders and beams are manufactured under controlled factory conditions and are pre-stressed using special high tensile pre-stressed strands. Although pre-stressed beams are designed for single span applications, some girders (NU Girders) can be post-tensioned to form continuous beams. Due to differences of provincial requirements and specifications, there are different types of girders produced throughout Canada (NU girders, box girders, channel girders). Precast pre-stressed bridge deck slabs are also commonly used for new bridge construction as well as bridge rehabilitation. These products provide an effective repair solution allowing for minimal traffic disturbance and can be post-tensioned together once installed on site. Hollow-core slabs provide long clear spans in building construction between floors and for roofs. The slabs greatly improve construction speed compared to conventional solid precast and poured-in-place slabs due to reduced weight, its ability to accommodate cabling in the slab itself and reduce the overall height of buildings. Typical applications for Hollow-core slabs include hotels, condominium buildings, schools, office buildings, prisons, hospitals and other commercial buildings and residential garages. Double-T s are precast concrete structural elements that are ideal for floor and roof systems requiring medium to long uninterrupted spans and heavy static and dynamic load carrying capabilities. The strength of a Double-T is as a result of a design and manufacturing system that uses the best attributes of pre-stressing. Typical applications include parking garages, large industrial buildings, warehouses, shopping malls and swimming pools. Precast concrete piles are structural elements designed for load support of major structures such as buildings, bridge abutments, bridges and other engineered structures requiring load transfers at the foundation. BEBO Concrete Arch Bridges are bridge solutions based on well-proven Swiss technology and are constructed with precast concrete arches. The BEBO product provides Armtec with the ability to provide short span bridges and stream crossing solutions, allowing for bridge spans of up to 31 metres. Armtec is licensed to sell these structures throughout Canada, other than the four Atlantic Provinces. b) Parking Garages Armtec provides its customers with innovative total precast concrete solutions and accelerated schedules for parking garage construction. Components for parking garages include precast and reinforced pre-stressed concrete columns, beams, walls, stairs and Double-T s. Innovative solutions maximize parking efficiencies, increase the speed of construction, improve aesthetics and user safety (non-combustible materials) and reduce maintenance costs. c) Marine More than any other materials, precast and pre-stressed concrete provide a combination of durability and high load carrying capacity demanded by marine structures. It is the material of choice for deep-sea wharves and trestles (including piles, beams and slabs) due to low initial costs and minimum maintenance requirements. Producing most of the products off-site in a quality controlled environment results in a reduction of over-water construction, while compressing the overall construction schedule. Components are often loaded onto a barge and shipped directly to sites ready for installation. d) Noise Barriers Armtec is an industry leader in the design and construction of absorptive noise barrier walls. These walls are durable in various road conditions, including repeated freeze-thaw cycles and exposure to salt. Armtec has developed a wide range of attractive precast textures and other options available for both its absorptive and reflective wall systems. Armtec s expertise in engineering, design and product 13

16 development has also led to many product innovations such as integral traffic barriers, flood control panels and many unique custom patterns and textures. Armtec also offers complementary transparent noise barrier systems under a license from Evonik Cyro LLC. The transparent barriers offer a combination of high performance, longevity, and attractive aesthetics. The transparent barriers can be used in combination with multiple noise wall systems, including retaining walls, to maximize overall performance and aesthetics, while minimizing costs, along noise wall alignments. e) Acoustic Enclosures Armtec s acoustic enclosures are used to shield a variety of industrial and other equipment in order to control noise at the source, while reducing noise problems in adjacent residential neighbourhoods. Armtec has designed and built innovative railway noise and retaining solutions. These solutions include rail silencers, tunnel liners and acoustic shields, as well as precast noise and retaining walls and transparent walls to address acoustic, aesthetic and safety concerns. f) Retaining Walls Armtec supplies a range of precast concrete retaining walls which are made up of inter-locking concrete components. Once backfilled, the solid mass acts as a gravity retaining wall. Typical applications include road widening, slope stabilization, grade separations, loading docks and water based dock facilities. Mechanically stabilized earth ( MSE ) walls are also used for retaining walls in bridge abutments, dikes and dams. This solution has a precast concrete component with geo-membranes which are used to stabilize soil. g) Wall Panels Armtec offers a wide array of architectural and insulated precast panel systems. These wall systems are designed for rapid construction and energy efficient building. The panels can be tailored to the customer s requirements and are offered in a wide variety of aesthetic features with varied colours, textures and designs. h) Precast Reinforced Concrete Pipe Precast reinforced concrete pipe used for the management of storm water and waste water, are manufactured at Armtec s facility in St-Jean-sur-Richelieu, Québec. A full range of accessories are available including elbows, tees, beveled ends, end sections, headwalls and anchor blocks. i) Utility Vaults Utility vaults are designed for a number of applications for the installation of underground utilities. Vaults are designed to withstand soil burial loads and are furnished with openings for utility conduits and wires. They are supplied with bases, lids, risers, transition rings and accessories such as access ladders. Applications include telecommunication, fibreoptic lines, water and sewer access vaults. j) Precast Box Culverts Precast concrete box culverts are used primarily in management of stormwater and as short span bridge crossings. Box culverts are made to standard and custom dimensions; can be made as single boxes or twinned; and can be stacked in applications requiring increased flow or greater spans. k) Landscaping Products & Site Amenity Products Landscape and site amenity products are used for urban site improvement and beautification. Representative products include pavers and paving stones, patio slabs, retaining walls, steps, benches, planters, picnic tables, storage lockers and precast pavement slabs. They are manufactured from high-quality durable precast concrete with a wide variety of textures, patterns and colours available for best aesthetics. Products can be custom-manufactured to meet requirements and are job-specific. l) Concrete Highway Safety Products Concrete highway safety products include precast jersey barriers and precast curbs. These products are highly complementary to Armtec s other product offerings. 14

17 m) Custom Solutions Because precast concrete applications provide significant design flexibility, Armtec finds it often has the capability to propose new and unique solutions to construction challenges. Precast and reinforced pre-stressed concrete solutions are used in structural applications for a wide variety of building types, including stadiums, arenas, schools, healthcare facilities, industrial buildings and warehouses, retail shopping centres, office buildings and multi-family residential buildings. Precast concrete applications represent customized and cost effective alternatives to many construction materials and methodologies including cast-in-place concrete. Suppliers Armtec has long term relationships with the majority of its key suppliers and such relationships have assisted Armtec in maintaining efficient procurement and reliability of supply, as well as ensuring high quality standards for its products. Armtec is able to meet tight delivery schedules on multiple simultaneous large construction projects, and the responsiveness of its suppliers plays a key role in its ability to deliver on this objective. Armtec s relationships with suppliers have allowed Armtec to maintain its market position and achieve certain economies of scale. Precast products are produced primarily using cement, chemical admixtures, rebar, strand, wire mesh and aggregate. Armtec has established relationships with three cement suppliers and sourcing varies by geographic region. The balance of purchased product is mostly supplied from regional manufacturers or from specialty distributors and fabricators. Although Armtec has established relationships with its suppliers, it is able to access multiple alternative sources for its key raw materials in the event its usual suppliers are unable to meet its demand. Drainage HDPE products are produced using plastic resins. Armtec purchases virgin resin primarily from large specialty distributors. For those products where recycled resins are permitted, Armtec has established relationships with processors of recycled industrial and consumer resins. Armtec also has its own resin-testing laboratory which enables it to certify its HDPE products to the standards specified by the Canadian Standards Association. The majority of CSP products are produced using galvanized steel purchased primarily from one supplier. In addition to galvanized product, Armtec purchases premium aluminum-coated and polymer coated products for use in its CSP products and Ultra Flo products, and a substantial amount of carbon steel for structural plate and guardrails. These products may be readily sourced from other North American steel manufacturers with which Armtec has established relationships. With respect to the supply of finished goods, Armtec has successfully established distribution relationships with key manufacturers. Armtec is: (a) the exclusive distributor of storm water quality treatment systems in Canada for CONTECH Construction Products; (b) the exclusive Canadian distributor of transparent noise barrier systems for Evonik Cyro LLC; and (c) the distributor of Platon in Canada and the US. Competition Armtec believes that it is a market leader in several product markets in Canada, including the markets for HDPE products, CSP products, engineered steel structures, precast concrete construction products, prestressed concrete structures and noise barriers. Armtec has developed or acquired products that contractors, builders, developers and designers have learned to trust and utilize. Armtec s product offering, and national scope of its locations, provide coverage for all of its key infrastructure markets. In addition, the participation of Armtec s in-house engineering group in solving customer problems at an early stage of design offers customers attractive, low-cost solutions and alternatives. The fragmented nature of the infrastructure products market regularly results in multiple competitors in each geographic region. A supplier s ability to compete is impacted by: (i) the supplier s proximity to 15

18 project locations, which provides benefits to customers in terms of timely delivery, close proximity of design/technical expertise, and reduced product transportation costs; (ii) the supplier s ability to meet Canada s unique standards for product quality in publicly-funded infrastructure projects as established by the Canadian Standards Association and other specification-setting organizations; and (iii) customers showing a tendency to support locally-manufactured products. Armtec believes that these factors can serve as barriers to entry as they require companies to commit significant resources, primarily with regard to precast operations, in order to compete in Canada. Drainage The Canadian market for pipe is somewhat fragmented. Canadian-based competitors of Armtec are comprised primarily of private companies, most of which are smaller and/or less diversified than Armtec. Armtec believes that it is the market leader in the corrugated pipe and related engineered products markets in Canada. During 2013, the competitive landscape changed in Western Canada with the re-entry of a former supplier of CSP products in Alberta, creating pricing pressures as a result of the added capacity. A new competitor is slated to begin producing culverts in Saskatchewan early in 2014 which may impact the pricing and profitability in that market place (note that this is forward-looking information. For more information, see the sections Forward-Looking Information and Risk Factors below). An existing competitor in Central Canada recently expanded their product offering into the heavy steel products which would compete with Armtec s structural steel products. Precast Standard Precast Products - Competition in the standard precast products market is typically from small regional precast companies with local production and delivery capabilities. The fragmented nature of the market regularly results in multiple competitors in each geographic region, and no one competitor in a region provides the identical range of products offered by Armtec. It is Armtec s view that by leveraging its purchasing synergies as well as expanding its product capabilities, its relative competitive capabilities are improved. Engineered Precast - The competition for engineered structural products includes alternative materials and other precast concrete companies. In bridges, alternate materials are steel, wood and cast-in-place concrete structures. For architectural panels, other alternative materials include wood, glass, brick, and other masonry and cast-in-place panels. In the parking, marine and traditional segments, alternate products include steel, masonry and cast-in-place concrete. Armtec believes that its reputation among customers and its competitive advantage is enhanced by its in-house engineering group. The participation of the in-house engineering group in solving customer problems at an early stage of design may offer customers a low-cost, better designed solution. The in-house design group also focuses on design that maximizes the ease of manufacturing and construction. Direct precast competitors tend to be limited in number within each region due to the high cost of transporting large, heavy structures. Within a given region, Armtec s direct competitors include a small number of privately owned businesses and divisions of larger multi-national corporations. Armtec is a major supplier of noise barrier walls in Ontario and in selected regions of the US. Armtec s noise barrier business is supported by a manufacturing plant in Southern Ontario. Armtec has successfully differentiated itself in the noise barrier business due to its leadership position in absorptive products and significant engineering and design capability. These assets complement precast reflective noise barriers. Other local competitors offer reflective noise barriers made of wood, steel or regular concrete. Armtec is in the process of expanding its reach across North America, leveraging on its existing plants and sales relationships. In Canada, existing local competition in most provinces offer wood, steel and concrete but have limited absorptive products and lesser engineering and design capabilities. 16

19 Employees As at December 31, 2013, Armtec employed 1,628 full-time employees. Of this total, 107 performed sales and marketing functions, 85 performed engineering functions, 196 were salaried operational employees, 61 performed customer service and related functions, 144 performed non-sales related administrative functions, with the balance largely comprised of hourly paid operational workers. The employee structure of Armtec is highly variable reflecting the seasonal nature of its operations. The number of hourly employees of Armtec may be reduced by approximately 15-20% during winter months compared to peak summer months. As at December 31, 2013, Armtec had 824 employees at 20 locations that were represented by unions. The two agreements which expired in 2013 were successfully renegotiated during the year. The collective bargaining agreements with these unions will expire, between February 15, 2014 and May 14, Seven collective agreements will expire in 2014 as follows: February 15 th and 28 th, April 30 th, May 16 th, August 31 st and November 30 th. One agreement expires on December 31 st and renegotiation in respect this agreement may not be completed until early in the first quarter of The sound labour relations that Armtec continues to maintain with its employees and partner labour unions allows Armtec to be in a position that management believes will result in the successful renegotiation of the expiring collective bargaining agreements throughout 2014 (note that this is forward-looking information. For more information, see the sections Forward-Looking Information and Risk Factors below). Sales & Marketing Armtec has a team of employees dedicated to the sales, marketing and engineering functions across Canada. The highly technically-trained in-house engineering team provides engineering assistance to customers, including assistance at the early stages of project design and development of product specifications. The close relationships between Armtec and its customers are important to Armtec s ability to secure ongoing business on complex projects. Management believes that the size and experience of Armtec s sales team and its customer relationships serve as barriers to entry for competitors, as it would be challenging to re-create the national coverage of Armtec s sales, marketing and engineering team, and would take many years to establish the type of long standing relationships that Armtec has developed with its customers. Armtec provides a broad range of product, material and solution options within a rapid and reliable delivery schedule. Armtec s marketing strategy focuses on educating the customer with respect to the value-engineered advantages of its products and materials relative to the alternatives. Armtec maintains and updates a series of marketing materials for this purpose, including relevant product brochures, case studies, an interactive web site and specific software which assists customers with project design and the applications of products of Armtec. Products are typically sold directly to general contractors and end users, but are also sold through distributors and retailers. Third party distribution is primarily used in the residential and building trade markets but distributors can be used for infrastructure products as well. Intangible Assets Armtec s most significant intangible assets are discussed below: Trademarks and Trade Names Armtec, BIG O and Con-Force word and design marks, as well as the trademarks BOSS, BOSS 1000, BOSS 2000, POLY-TITE, Multi-Plate, Bridge-Plate, Superspan, Flex-beam, HEL-COR, Flexwall, Clearspan, SOLIDE COMME DU BETON Castlestone, Yardstone, Silomix, Landmark, Circle Pac, Vision Built, Pedslab, Rectangle Pac, Dura-Step, Ultra Stab, Smooth-Flo, Square Pac, Shotblast, Designwall and Ledgerock, and the rights related to the trademarks and/or trade names Durisol, Bruce Tile, Brooklin, 17

20 Boucher, AE Concrete, Pre-Con and TREMCA are the significant trademark and trade name assets owned by or licensed to Armtec. Licences Armtec sells an air-gap membrane product, referred to as Platon, used in the residential drainage markets. While Armtec has been responsible for the development of the Platon market in Canada, the product itself was developed by a Norwegian company. Armtec manufactures Platon under an agreement with Isola AS of Norway, and has the rights to sell the product in Canada, Mexico and in the US. In 2006, Armtec acquired the exclusive right to market, manufacture, erect, backfill and overfill BEBO Concrete Arch Bridges throughout Canada with the exception of the four Atlantic provinces (where a pre-existing licence agreement was in place with a regional supplier). The owner of the rights, patents, know-how and other intellectual property related to the BEBO Concrete Arch Bridges system is BEBO Arch of Canada AG. In connection with the acquisition of Durisol Inc., Armtec entered into a sublicense arrangement to use certain patents, know-how and technology used in a manufacturing process for the manufacture of certain building products composed of cement bonded wood fibres, concrete and light weight concrete (and certain related trademarks) in North America, Central America and South America. Used in combination with the Durisol wall systems, Armtec entered into a sublicense agreement with Evonik Cyro LLC related to the manufacture of noise sound barrier systems for the purpose of distributing such systems as part of Armtec s distributor relationship with Evonik Cyro LLC. Armtec entered into a license with Concrete Innovations Service LLC to sell Whisper Wall sound absorbing noise barrier wall panels in markets across Canada. The Whisper Wall panels are constructed from a unique sound absorptive mixture made from recycled rubber tires and structural concrete, and provide an effective, environmentally friendly solution for noise reduction. Under the terms of the license, Armtec extended its existing exclusive license, acquired upon the acquisition of Tremca, to make, use or sell, or otherwise deal in or dispose of the product in Ontario, Québec and the Atlantic provinces. Armtec entered into a patent license agreement with Oldcastle Building Products Canada Inc. whereby Armtec also acquired a non-exclusive license in Canada to make, manufacture, use, sell, market, distribute and offer for sale, and to have made, have used, have sold, have marketed, have offered for sale and have distributed in the past, an artificial flagstone for providing a surface with a natural random look. Pursuant to this patent license agreement, Armtec also acquired a non-exclusive license in the US to sell, market, distribute and offer for sale, and to have sold, have distributed and have offered for sale, an artificial flagstone for providing a surface with a random look. During 2013, Armtec entered into an exclusive Canadian license with LOCK+LOAD Retaining Walls Ltd. to manufacture and sell LOCK+LOAD retaining wall products. LOCK+LOAD products are the largest hand placed retaining wall product available. LOCK+LOAD is comprised of two pieces; a panel and a counterfort that are assembled into a module weighing approximately 59kgs. LOCK+LOAD can be used on its own as a retaining wall of approximately five feet. For taller walls, LOCK+LOAD can be used as a facing element. Customer Lists Armtec has a diverse customer base including various government agencies, commercial clients (such as developers of commercial, industrial and residential properties), industrial clients (such as mining, pulp and paper and oil sand projects), construction companies, agricultural and natural resource customers. Economic Cycles Various raw materials are used in the products manufactured by Armtec and such raw materials may be subject to economic cyclicality and seasonality and wide price variations. In particular, the primary raw materials used in Armtec s plastic, steel and concrete products are various types and grades of resins, 18