UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
ANNUAL REPORT PURSUANT TO SECTION 13(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2003
Commission file number: 1-10928
INTERTAPE POLYMER GROUP INC.
(Exact name of Registrant as specified in its charter)
Canada
(Jurisdiction of incorporation or organization)
Primary Standard Industrial Classification Code Number: 2670
110E Montee de Liesse, St. Laurent, Quebec H4T 1N4 Canada (866) 202-4713
(Address and telephone number of Registrant's principal executive offices)
Burgess H. Hildreth
3647 Cortez Road West, Bradenton, Florida, 34219
(941) 739-7507
(Name, address and telephone number of Agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each Exchange on which registered:
Common Shares, without nominal or New York Stock Exchange
par value The Toronto Stock Exchange
Securities registered or to be registered pursuant
to Section 12(g) of the Act: -NONE-
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: -NONE-
For annual reports, indicate by check mark the information filed with this form:
X Annual Information Form X Audited Annual Financial Statements
The number of outstanding shares of each of the issuer's classes of capital
stock as of December 31, 2003 is:
40,944,876 Common Shares
-0- Preferred Shares
Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned
to the registrant in connection with such rule.
Yes _______ No ___X___
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _______
The information contained in this 40-F and the exhibits attached hereto
are incorporated by reference into Registration Statement No. 333-109944.
Controls and Procedures.
Disclosure Controls and Procedures. Intertape Polymer Group Inc. maintains
disclosure controls and procedures designed to ensure not only that
information required to be disclosed in its reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, but also that information required to be
disclosed by the Registrant is accumulated and communicated to Management,
including its principal executive officer and principal financial officer,
to allow timely decisions regarding required disclosure. Based on the annual
evaluation made by Management as of December 31, 2003 of Intertape Polymer
Group Inc.'s disclosure controls and procedures, with the participation of the
principal executive officer and principal financial officer, the principal
executive officer and principal financial officer have concluded that Intertape
Polymer Group Inc.'s disclosure controls and procedures were adequate and
effective to accomplish the purposes for which they were designed.
Changes in Internal Control Over Financial Reporting. Based on the
annual evaluation made by Management as of December 31, 2003 of Intertape
Polymer Group Inc.'s internal control over financial reporting, with the
participation of the principal executive and principal financial officers,
the principal executive officer and principal financial officer have concluded
that there have been no changes in Intertape Polymer Group Inc.'s internal
controls over financial reporting that occurred during 2003 that has materially
affected, or is reasonably likely to materially affect, Intertape Polymer
Group Inc.'s internal control over financial reporting.
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Blackout Period Notices.
During 2003, Intertape Polymer Group Inc. was not required to send its
directors and executive officers notices pursuant to Rule 104 of Regulation
BTR concerning any equity security subject to a blackout period under Rule
101 of Regulation BTR. Intertape Polymer Group Inc.'s blackout periods are
regularly scheduled and a description of such periods, including their
frequency and duration and plan transactions to be suspended or affected are
included in the documents under which Intertape Polymer Group Inc.'s plans
operate and is disclosed to employees before enrollment or within thirty (30)
days thereafter.
Audit Committee Financial Expert
The Board of Directors of Intertape Polymer Group Inc. has determined that
it has at least one audit committee financial expert serving on its audit
committee. Mr. J. Spencer Lanthier, being the former Chairman and Chief
Executive Officer of KPMG Canada, and having the attributes set forth in
Paragraph 8(b) of General Instruction B to Form 40-F, has been determined to be
an audit committee financial expert. Further, Mr. Lanthier is "independent"
as that term is defined by the New York Stock Exchange's corporate governance
standards applicable to Intertape Polymer Group Inc.
The Securities and Exchange Commission has stated that the designation of
Mr. Lanthier as an audit committee financial expert does not make him an
"expert" for any purpose, including without limitation, for purposes of Section
11 of the Securities Act of 1933. Further, such designation does not impose
any duties, obligations or liability on Mr. Lanthier greater than those
imposed on members of the audit committee and Board of Directors not designated
as an audit committee financial expert, nor does it affect the duties,
obligations or liability of any other member of the audit committee or Board
of Directors.
Code of Ethics
Intertape Polymer Group Inc. has adopted a code of ethics entitled
"Intertape Polymer Group Inc. Code of Business Conduct and Ethics", which is
applicable to all of its employees, including its principal executive officer,
principal financial officer, principal accounting officer or controller, and
all persons performing similar functions. During the 2003 fiscal year,
Intertape Polymer Group Inc. did not amend its Code of Business Conduct and
Ethics and did not grant a waiver from any provision of its Code of Business
Conduct and Ethics. Intertape Polymer Group Inc. will provide, without charge,
to any person upon written or oral request, a copy of its Code of Business
Conduct and Ethics. Requests should be directed to Burgess H. Hildreth,
Intertape Polymer Group Inc., 3647 Cortez Road West, Bradenton, Florida 34210.
Mr. Hildreth may be reached by telephone at (941) 739-7507.
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Principal Accountant Fees and Services
The following table sets forth the fees billed or billable for
professional services rendered by Raymond Chabot Grant Thornton, Chartered
Accountants, Intertape Polymer Group Inc.'s principal accountant, for the
fiscal years ended December 31, 2003 and December 31, 2002:
Year ended December 31,
2002 2003
__________________________
Audit Fees $752,674 $807,772
Audit-Related Fees 36,296 5,694
Tax Fees 97,427 80,421
All Other Fees 13,372 ---
_________ ________
Total Fees: $899,769 $893,887
_________ ________
Audit Fees. Audit fees were for professional services rendered for the
audits of Intertape Polymer Group Inc.'s consolidated financial statements,
assisting its Audit Committee in discharging its responsibilities for the review
of the Company's interim consolidated financial statements and services that
generally only the independent auditor can reasonably provide, such as comfort
letters, consents and assistance and review of documents filed with the
Securities and Exchange Commission and Canadian securities regulatory
authorities.
Audit-Related Fees. Audit-related fees were for assurance and related
services that are reasonably related to the performance of the audit or review
of Intertape Polymer Group Inc.'s consolidated financial statements and are
not reported under Audit Fees above. These services included consultations
concerning financial accounting and reporting standards and the review of
responses to the Canadian securities regulatory authorities' observation
letters.
Tax Fees. Tax fees were for tax compliance, tax advice and tax planning.
These services included the preparation of the Canadian subsidiaries' income
tax returns, the preparation of information returns for foreign affiliates,
assistance with questions regarding tax audits and tax planning relating to
common forms of domestic and international taxation (i.e. income tax, capital
tax and excise tax) and advisory services regarding restructurings.
All Other Fees. All other fees were for services provided other than the
audit fees, audit-related fees and tax fees described above. These services
consisted mainly of miscellaneous corporate reporting and advisory services
prior to the enactment of the Sarbanes-Oxley Act of 2002 and the adoption of
rules thereunder.
Intertape Polymer Group Inc.'s Audit Committee pre-approves all audit
engagement fees and terms of all significant permissible non-audit services
provided by independent auditors. With respect to services other than audit,
review or attest services set forth in the table above,
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none were approved pursuant to the de minimus exception provided by
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Off-Balance Sheet Arrangements.
Intertape Polymer Group Inc. maintains no off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations
Set forth below are the contractual obligations of Intertape Polymer Group
Inc. as of December 31, 2003:
Contractual Obligations Payment due by period
(in millions of U.S. Dollars)
Total Less
than 1-3 4-5 After
1 year years years 5 years(3)
Long-Term Debt Obligations (1) 252.0 16.9 128.4 95.1 11.6
Capital (Finance) Lease Obligations(2) --- --- --- --- ---
Operating Lease Obligations 18.3 6.6 6.3 3.2 2.2
Purchase Obligations --- --- --- --- ---
Other Long-Term Liabilities Reflected
on Balance Sheet under GAAP of the
primary financial statements --- --- --- --- ---
Total 270.3 23.5 134.7 98.3 13.8
(1) Intertape Polymer Group Inc. has certain financial covenants it must
maintain in order to remain in good standing under its Credit Agreement, as
amended, as well as its long-term debt agreements, as amended. For example,
in order to avoid an acceleration of the maturity dates of the loans, Intertape
Polymer Group Inc.'s total debt to consolidated total capitalization ratio
must not exceed certain limits. Further, Intertape Polymer Group Inc. is also
required to maintain ratios with respect to its fixed charges, consolidated
net worth, and total debt to EBITDA during the terms of its loans. In order
to eliminate a default with respect to the first quarter of 2004, pursuant to
one specific covenant of its long-term debt agreements, Intertape Polymer
Group Inc. requested and obtained an amendment to the long-term debt
agreements. The amendment modified the Fixed Charge Coverage ratio (EBIDTA
divided by fixed charges) for 2004 and the first six months of 2005.
The covenants contained in the loan documents, as amended, do not
restrict Intertape Polymer Group Inc.'s ability to conduct its daily
operations; however, the covenants do contain debt restrictions which place
practical limitations on its ability to borrow additional funds without the
prior approval of its current bank lenders and noteholders. Further, several
of Intertape Polymer Group Inc.'s financial covenants under its loan
agreements, as amended, include ratios impacted by Intertape Polymer Group
Inc.'s profitability. These ratios have escalations scheduled for the latter
part of this year. Intertape Polymer Group Inc. may have difficulty meeting
these escalated ratios and accordingly, may need to either refinance its
existing debt or obtain additional amendments to the financial covenants in
order to avoid future defaults.
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(2) During 2003 Intertape Polymer Group Inc. entered into a capital
lease agreement for the new Danville RDC. The twenty year lease agreement was
commenced in January 2004. The value of the building and the related capital
lease obligation of Intertape Polymer Group Inc. is approximately US$7.0
million.
(3) Beginning in 2005, Intertape Polymer Group Inc. will likely need to
secure funds either through issuing new debt or by raising additional equity
or a combination of both in order to satisfy currently scheduled debt payments.
During the last two years Intertape Polymer Group Inc. has been successful in
reducing its total bank indebtedness and long-term debt by $125 million from
internally generated cash and equity offerings. Intertape Polymer Group Inc.
believes that it maintains good relations with its lenders, and consequently
believes that it will be able to secure adequate funding to permit it to meet
its obligations as they become due.
Undertaking.
Intertape Polymer Group Inc. undertakes to make available, in person or
by telephone, representatives to respond to inquiries made by the Securities
and Exchange Commission staff, and to furnish promptly, when requested to do
so by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said securities.
Signature.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Intertape Polymer Group Inc. certifies that it meets all of the requirements
for filing on Form 40-F, and has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereto duly authorized.
INTERTAPE POLYMER GROUP INC.
(Registrant)
By: /s/Andrew M. Archibald
(Signature)
Name: Andrew M. Archibald, C.A.
Title: Chief Financial Officer,
Secretary, Vice President,
Administration
Date: May 3, 2004
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EXHIBIT INDEX
Exhibit No. Description Page No.
1 Annual Information Form dated May 3, 2004 8
2 Consent of Independent Chartered Accountants 36
3 Certifications pursuant to Rule 13a-14(a) or
Rule 15d-14(a), pursuant to Section 302 of
the U.S. Sarbanes-Oxley Act of 2002 37
4 Certification pursuant to 18 U.S.C. Section
1350, as enacted pursuant to Section 906 of
the U.S. Sarbanes-Oxley Act of 2002 41
5 2003 Annual Report, including:
Audited Annual Consolidated Financial
Statements (Pg. 25) Management's Discussion
and Analysis for 2003 (Pg. 4) 44
6 Notice of Annual and Special Meeting of
Shareholders and Management Proxy Circular 53
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EXHIBIT 1
Item 1.
INTERTAPE POLYMER GROUP INC.
ANNUAL INFORMATION FORM
For the Year ended December 31, 2003
Dated: May 3, 2004
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INTERTAPE POLYMER GROUP INC.
ANNUAL INFORMATION FORM
Table of Contents
Page
Item 1. Cover Page 8
Item 2. Corporate Structure 11
2.1 Name and Incorporation 11
2.2 Intercorporate Relationships 11
Item 3. General Development of the Business 12
3.1 Three Year History 12
3.2 Significant Acquisitions and Significant Dispositions 15
3.3 Trends 15
3.4 Cautionary Statements and Risk Factors 15
Item 4. Narrative Description of the Business 19
General 19
Products 20
Sales and Marketing 24
Manufacturing; Quality Control 25
Equipment and Raw Materials 25
Research and Development; New Products 26
Trademarks and Patents 26
Competition 26
Environmental Regulation 27
Employees 28
Description of Property 28
Item 5. Selected Consolidated Financial Information 29
5.1 Annual Information 29
5.2 Dividends 30
Item 6. Management's Discussion and Analysis 30
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Item 7. Market For Securities 30
Item 8. Directors and Officers 30
Item 9. Additional Information 35
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Item 2. Corporate Structure
2.1 Name and Incorporation
The business of Intertape Polymer Group Inc. ("Intertape Polymer Group" or
the "Company") was established by Melbourne F. Yull, Intertape Polymer Group's
Chairman of the Board and Chief Executive Officer, when Intertape Systems Inc.,
a predecessor of the Company, established a pressure-sensitive tape
manufacturing facility in Montreal. Intertape Polymer Group was incorporated
under the Canada Business Corporations Act on December 22, 1989 under the name
"171695 Canada Inc." On October 8, 1991, the Company filed a Certificate of
Amendment changing its name to "Intertape Polymer Group Inc." A Certificate
of Amalgamation was filed by the Company on August 31, 1993, at which time the
Company was amalgamated with EBAC Holdings Inc. In February 1992, Intertape
Polymer Group completed an initial public offering of its common shares at the
offering price of $5.035 (US$4.25)(after giving effect to a 2:1 stock split on
June 4, 1996). The Company completed a second public offering of its common
shares in Canada and the United States in October 1995, at the offering price
of $9.88 (US$7.30) (after giving effect to a 2:1 stock split on June 4, 1996).
The Company then completed a public offering of 3,000,000 of its common
shares in Canada on a "bought deal" basis in March 1999, at the offering price
of $40.25 (US$26.31) per share. In March 2002, the Company completed a public
offering of 5,100,000 of its common shares in Canada on a "bought deal" basis
at the offering price of $15.50 (US$9.35 after issue costs) per share. The
shareholders, at the Company's June 11, 2003 annual and special meeting voted
on the replacement of the Company's By-Law No. 1 with a new General By-Law
2003-1. The intent of the replacement by-law was to conform the Company's
general by-laws with amendments that were made to the Canadian Business
Corporations Act since the adoption of the general by-laws and to simplify the
governance of the Company. Most recently, the Company completed a public
offering of 5,750,000 of its common shares in Canada on a "bought deal" basis
in October 2003, at the offering price of $10.00 (US$7.18 after issue costs)
per share.
2.2 Intercorporate Relationships
Intertape Polymer Group is a holding company which owns various operating
companies in the United States and Canada. Intertape Polymer Inc. ("IPI"),
incorporated under the Canada Business Corporations Act, is the principal
operating company for the Company's Canadian operations. Intertape, Inc., a
Virginia corporation, is the principal operating company for the Company's
United States and international operations.
The table below lists for each of the subsidiaries of the Company their
respective place of incorporation and the percentage of voting securities
beneficially owned or over which control or direction is exercised directly
or indirectly by Intertape Polymer Group. Certain subsidiaries, each of which
represents not more than ten percent of consolidated assets and not more than
ten percent of consolidated sales and operating revenues of the Company, and
all of which, in the aggregate, represent not more than twenty percent of
total consolidated assets and total consolidated sales and operating revenues
of the Company at December 31, 2003, have been omitted.
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Corporation Place of Percentage of
Incorporation Ownership or Control
Intertape Polymer Group Inc. Canada Parent
Intertape Polymer Inc. Canada 100%
IPG Financial Services Inc. Delaware 100%
IPG Holding Company of Nova Scotia Nova Scotia 100%
IPG Finance LLC Delaware 100%
Intertape Inc. Virginia 100%
Central Products Company Delaware 100%
Intertape Polymer Corp. Delaware 100%
IPG Administrative Services Inc. Delaware 100%
Intertape Woven Products Services S.A. de Mexico 100%
IPG Holdings LP Delaware 100%
Polymer International Corp. Virginia 100%
IPG (US) Inc. Delaware 100%
IPG (US) Holdings Inc. Delaware 100%
IPG Technologies Inc. Delaware 100%
Fibope Portuguesa-Filmes Biorientados S.A. Portugal 100%
Item 3. General Development of the Business
3.1 Three Year History
The Company commenced operations in 1981 and since has evolved into a
recognized leader in the development and manufacture of specialized polyolefin
plastic and paper packaging products and related packaging systems. For
several years, Intertape Polymer Group's business strategy was primarily one of
growth. Commencing in the mid-1990's, the Company made several strategically
important acquisitions to further its business plan to either develop or
acquire new products to complete the "basket of products" approach to the
Company's markets. Over the past three years, the Company has transitioned
from a period of rapid expansion to a period of operational consolidation and
debt reduction. The Company has focused on implementing improvements aimed
both at realizing the benefits of past acquisitions and optimizing the
Company's efficiency and the quality of its products and services. In 2001,
the Company completed the implementation of its Regional Distribution Centers
("RDCs"). The streamlined operations of the five RDCs permitted the Company
to close the approximately
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twenty-five leased warehouse facilities it was maintaining and consolidate
product shipments through the RDCs. During 2002, the Company continued to
monitor the operations of its RDCs and has re-assessed its overall RDC
strategy. As a result, in its ongoing efforts to attain maximum
efficiency, the Company announced in 2003 that it would consolidate three
RDCs into a new facility adjacent to its existing manufacturing operations
in Danville, Virginia. The new RDC became operational in January 2004
and should result in lower transactional costs to the Company as well as
enhanced service levels to its customers.
In its efforts to remain a low cost producer, in 2002 the Company
completed the consolidation of its U.S. based operations for Flexible
Intermediate Bulk Container ("FIBC") production into its Piedras Negras
facility in Mexico. The Company's facility located in Piedras Negras, Mexico,
150 miles southwest of San Antonio, Texas, is in an industrial park with
adjacent buildings that will permit future growth, if required.
As a result of the Company's investments to increase its Menasha,
Wisconsin production capabilities and efficiencies, the Company was able to
close its water activated tape ("WAT") facility in Green Bay, Wisconsin, in
December 2003, and consolidate operations in its WAT facility in Menasha,
Wisconsin, a step which the Company believes will measurably reduce production
costs.
In June 2003, the Company acquired the remaining fifty percent of the
issued and outstanding common shares of Fibope Portuguesa-Filmes Biorientados
S.A. ("Fibope"), which it did not already own. This acquisition should
provide Intertape Polymer Group with a platform from which to introduce its
North American made products into European markets.
The Company currently has no material changes planned for its business in
2004. The Company intends to continue enhancing the various elements of its
existing revenue growth and debt reduction strategies.
Completed Acquisitions
Year Annual Cost of
Acquisitions Company Location Products
(US$ in millions)
1996 $ 5.3 Tape, Inc. Green Bay, Wisconsin Water-activated
packaging tapes
1997 $ 42.9 American Tape Co. Marysville, Michigan Pressure-sensitive
Richmond, Kentucky tapes, masking tapes
1998 $113.2 Anchor Continental, Inc. Columbia, South Carolina Pressure-sensitive
Inc. tapes, masking and
duct tapes
Rexford Paper Company Milwaukee, Wisconsin Pressure-sensitive
and water-activated tapes
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1999 $111.3 Central Products Company Menasha, Wisconsin Pressure-sensitive
Brighton, Colorado and water-activated
carton sealing tapes
Spinnaker Electrical Tape Pressure-sensitive
Company Carbondale, Illinois electrical tapes
2000 $ 38.4(subject
to adjustment) Olympian Tape Sales, Inc. Cumming, Georgia Distribution of
packaging products
2003 $7.2 Fibope Portuguesa- Portugal Manufacture and
Filmes Biorientados distribution of shrink film
S.A.
With respect to its debt facilities, in December, 2001, Intertape Polymer
Group completed the refinancing of both its bank credit facilities and long-
term debt. The Company and its subsidiaries entered into a Credit Agreement
dated December 20, 2001, providing for revolving credit facilities in the
aggregate amount of up to US$145 million secured by all of the Company's
tangible and intangible assets. Further, the Company entered into Amended and
Restated Note Agreements each dated December 20, 2001, with respect to its
US$137.0 million Senior Notes and US$137.0 million Series A and B Senior Notes,
increasing the interest rates and granting the noteholders a security interest
in the tangible and intangible assets of the Company. During 2001, Intertape
Polymer Group reduced its short-term debt by US$12.9 million and long-term
debt by US$9.6 million. During 2002, the Company repaid and cancelled its two-
year credit facility a year early and reduced its debt under the credit
facilities and long-term notes by US$69.7 million ending the year with a
balance of US$321.3 million. During 2003, the Company further reduced its
long-term debt ending the year with a balance of US$252.0 million and cancelled
its four-year credit facility two years early. The Company has retained one
credit facility, a 364-day revolving credit facility in the amount of US$50.0
million, which is extended annually at the option of the lenders. If during
any period the credit facility is not extended, the facility automatically
converts to a two-year revolving term loan. As of December 31, 2003, the
Company had total cash and credit availability of US$32.6 million.
Pursuant to the requirements of the Canadian Institute of Chartered
Accountants, which are comparable to the applicable U.S. standards, Intertape
Polymer Group performed a goodwill impairment test as of December 31, 2002,
which resulted in a one-time non-cash charge to operating expenses of US$70.0
million arising out of the Company's acquisition activity during the last
decade. In March, 2003, the bankers and noteholders further amended the
Company's financial covenants to accommodate this impairment ensuring that it
would have no future negative impact on the covenants. No impairment charge
was incurred for 2003.
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3.2 Significant Acquisitions and Significant Dispositions
The Company made what it believes to be two strategically sound
acquisitions. In June 2003 Intertape Polymer Group purchased the remaining
common shares of Fibope, which it did not already own, for a purchase price
of US$7.2 million, which was paid by the delivery of 1,030,767 common shares
of Intertape Polymer Group. Upon completion of its analysis of the European
markets, the Company intends to utilize this Portugal based company to provide
the manufacturing and distribution platform necessary to launch the Company's
North American made products into the European markets.
The Company also entered into an agreement in December 2003 to acquire
certain of the assets of tesa tape, inc. ("tesa") in connection with tesa's
masking and duct tape operations for a purchase price of US$5.5 million. Upon
the completion of the transaction in February 2004, Intertape Polymer Group
integrated the business acquired from tesa into its Columbia, South Carolina,
facility and entered into a three-year supply agreement with tesa. The Company
believes that this acquisition will provide it access to additional large
retail chains not previously serviced by it.
While the Company believes the Fibope and tesa acquisitions further its
growth strategy, the acquisition of the remaining shares of Fibope and certain
of the assets of tesa do not meet the definition of "significant acquisitions".
Acquisitions are a part of the Company's strategy for growth. It will
continue to investigate favorable opportunities that present themselves during
2004. The Company did not make any significant dispositions during 2003,
although, as a result of the consolidation of operations, the Company has
listed for sale its Edmundston, New Brunswick, Canada, and Green Bay, Wisconsin
facilities. These sales, however, would not constitute significant
dispositions.
3.3 Trends
The Company anticipates a continued growth in revenue for 2004. Intertape
Polymer Group believes it will be able to accommodate additional increases in
sales volume without the need for significant capital expenditures. Also,
during 2004, the Company expects to implement the remaining cost reductions of
its US$17.5 million program announced during 2002. In addition to the
approximately US$6 million in cost reductions the Company expects during 2004
under the original program, it is also anticipated that the Company will
realize an additional US$2.6 million in cost containment as a result of the
closure of the Green Bay, Wisconsin facility. Next, Intertape Polymer Group
intends to continue work towards the introduction of its products into new
markets. Lastly, the Company plans to continue to reduce its debt in 2004.
3.4 Cautionary Statements and Risk Factors
This Annual Information Form, including the Management's Discussion & Analysis
incorporated herein by reference, contains certain "forward-looking
statements" within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended (the "Securities Act") and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act")
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concerning, among other things, discussions of the business strategy of
Intertape Polymer Group and expectations concerning the Company's future
operations, liquidity and capital resources. When used in this Annual
Information Form, the words "anticipate", "believe", "estimate", "intends",
"expect" and similar expressions are generally intended to identify
forward-looking statements. Such forward-looking statements, including
statements regarding intent, belief or current expectations of the Company
or its management, are not guarantees of future performance and involve
risks and uncertainties. All statements other than statements of
historical fact made in this Annual Information Form or in any document
incorporated herein by reference are forward-looking statements. In
particular, the statements regarding industry prospects and the Company's
future results of operations or financial position are forward-looking
statements. Forward-looking statements reflect the Company's current
expectations and are inherently uncertain. Actual results may differ
materially from those in the forward-looking statements as a result of
various factors, including those factors set forth below and other factors
discussed elsewhere in this Annual Information Form and in the Management's
Discussion & Analysis included in the Company's Annual Report. In addition
to the other information contained in this Annual Information Form, readers
should carefully consider the cautionary statements and risk factors set forth
below.
Shortages in raw material decrease sales.
In the past, there have been shortages from time to time in the supply of
certain resins. In the event there are shortages, the Company's sales could
decrease.
Increases in raw material costs reduces gross margins.
The cost of raw materials began to rise in the third quarter of 2002 and
continued to do so in 2003. The Company has initiated a number of price
increases to offset the increased costs, however, as a result of continued
general economic weakness, it has been difficult and may continue to be
difficult, for the Company to pass on these increases.
Future acquisitions of companies may have an adverse effect on the
Company's business, financial condition and operations.
An important aspect of Intertape Polymer Group's business strategy is to
acquire the assets of companies that will complement its existing products,
expand its marketing area, improve distribution efficiencies, and enhance its
technological capabilities. Financial risks to the Company in connection with
future acquisitions include the use of its cash resources, incurring
additional debt and liabilities, and potentially dilutive issuances of equity
securities. Further, there are possible operational risks including
difficulties assimilating the operations, products, technology, information
systems and personnel of acquired companies; the loss of key personnel of
acquired entities; the entry into markets in which the Company has no or
limited prior experience; and difficulties honoring commitments made to
customers of the acquired companies prior to the acquisition. The failure to
adequately address these risks could adversely affect the Company's business.
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The Company's credit facilities and bank indebtedness contain covenants
that under certain circumstances limit Management's discretion in certain
business matters.
The Amended and Restated Note Agreements entered into in December 2001,
as amended, relating to the US$137 million Senior Notes and US$137 million
Series A and B Senior Notes ("Note Agreements") and the Credit Agreement
entered into in December 2001, as amended, relating to the Company's revolving
credit facilities contain financial and operating covenants that limit
Management's discretion in certain business matters which may restrict the
Company's ability to take advantage of potential business opportunities as
they arise. These covenants place restrictions on, among other things, the
Company's ability to incur additional indebtedness, to create liens or other
encumbrances, to make certain payments (including dividends and repurchases
of the Company's common shares), and to sell or otherwise dispose of assets
and merge or consolidate with other entities. The revolving credit
facilities also require the Company to meet certain escalating financial
ratios and tests that may require the Company to take action to reduce or
refinance its existing debt or act in a manner contrary to its business
objectives. Failure by the Company to comply with the obligations in its
revolving credit facilities and Note Agreements could result in an event
of default which, if not cured, waived, or amended, would permit
acceleration of the Company's indebtedness under the revolving credit
facilities and Note Agreements and could allow the creditors and/or
noteholders thereunder to exercise their security interests, both of which
could have a material adverse effect on the Company.
New products may fail to attract customers.
Intertape Polymer Group's business plan involves the introduction of new
products, which are both developed internally and obtained through
acquisition. In the event the market does not accept these products or
competitors introduce similar products, the Company's ability to expand its
markets and generate organic growth could be negatively impacted and there
could be an adverse affect on its financial condition and operating results.
The Company may not be able to compete successfully with its larger
competitors.
The larger competitors of Intertape Polymer Group have greater financial
resources with which to overcome what the Company believes to be significant
barriers to entry into the existing packaging market, including the high cost
of vertical integration, the significant number of patents already issued in
respect of various processes and equipment, and the difficulties and cost of
developing an adequate distribution network.
Compliance with environmental laws and regulations could be costly.
Intertape Polymer Group, like others in similar businesses, is subject to
extensive environmental laws and regulations. The Company's policies and
procedures have been designed to comply with these laws and regulations.
Increasingly stringent environmental laws and regulations could necessitate
the Company to make additional expenditures to achieve or maintain compliance.
-17-
Achieving and maintaining compliance with present and future environmental
laws and regulations could restrict the Company's ability to modify or expand
its plants or to continue manufacturing. Compliance could also require the
acquisition of additional equipment. Some of Intertape Polymer Group's plants
have a history of industrial use. Soil and groundwater contamination has
occurred at some of the Company's plants. Environmental laws impose liability
on an owner, tenant, or operator of real property for the removal or
remediation of hazardous or toxic substances, even if they were unaware of or
not responsible for the contamination. Further, any company who arranges for
the disposal or treatment of hazardous substances at a disposal facility may
be liable for the costs of remediation of such substances at such facility
whether or not the company owns or operates the facility. In accordance with
environmental laws and regulations, the Company periodically investigates,
remediates, and monitors soil and groundwater contamination at certain of its
plants. Contamination at its St. Laurent plant may have migrated to the
adjacent property. The Company is investigating to determine what further
action is required. Currently the Company is remediating contamination at its
Columbia, South Carolina plant and has installed a hydraulic barrier at its
St. Laurent, Quebec, plant to prevent further off-site migration of
contaminated groundwater. The Company has completed its remediation activities
at its Marysville, Michigan, facility and has requested final approval of the
site from the State of Michigan. It is not anticipated that the ultimate
resolution of these matters will have a material adverse effect on the
Company's business or results of operations.
Intertape Polymer Group obtains Phase I or similar environmental
assessments, and Phase II assessments, if necessary, for most of the
manufacturing facilities it owns or leases at the time it either acquires or
leases such facilities. These assessments typically include general
inspections with soil sampling and/or ground water analysis. The assessments
have not revealed any environmental liability that, based on current
information, the Company believes will have a material adverse effect on the
Company. Nevertheless, the Company's assessment may not reveal all potential
environmental liabilities and current assessments are not available for all
facilities. Consequently, there may be material environmental liabilities that
the Company is not aware of. In addition, ongoing clean up and containment
operations may not be adequate for purposes of future laws and regulations.
The conditions of the Company's properties could be affected in the future by
the conditions of the land or operations in the vicinity of the properties.
These developments and others, such as increasingly stringent environmental
laws and regulations, increasingly strict enforcement of environmental laws
and regulations, or claims for damage to property or injury to persons
resulting from the environmental, health or safety impact of the Company's
operations, may cause the Company to incur significant costs and liabilities
that could have a material adverse effect on the Company.
Anti-takeover provisions in the Company's Shareholder Protection Rights
Plan may prevent an acquisition.
On August 24, 1993, the shareholders of Intertape Polymer Group approved
a Shareholder Protection Rights Plan (the "Plan"). Under the Plan, one common
share purchase right was issued on September 1, 1993 in respect of each
outstanding common share and became issuable in respect of each common share
issued thereafter. Although the Plan was to have expired on September 1, 1998,
on May 21, 1998, the shareholders approved an amendment extending the term of
the Plan to September 1, 2003. The shareholders at their June 11, 2003
meeting, adopted an amended and restated Plan which, among other things,
extended the Plan through the date immediately following the date of the
Company's 2006 annual shareholders' meeting. The effect of the Plan is to
-18-
require anyone who seeks to acquire 20% or more of Intertape Polymer Group's
voting shares to make a bid complying with specific provisions of the Plan.
Thus, the provisions of the Plan could prevent or delay the acquisition of the
Company by means of a tender offer, a proxy contest, or otherwise, in which
shareholders might receive a premium over the then current market price of the
Company's common shares.
The Company's exemptions under the Exchange Act as a foreign private
issuer limits the protections and information afforded investors.
Intertape Polymer Group is a foreign private issuer within the meaning of
the rules promulgated under the Exchange Act. As such, it is exempt from
certain provisions applicable to United States companies with securities
registered under the Exchange Act, including: the rules under the Exchange Act
requiring the filing with the Securities and Exchange Commission of quarterly
reports on Form 10-Q or current reports on Form 8-K; the sections of the
Exchange Act regulating the solicitation of proxies, consents or authorizations
in respect of a security registered under the Exchange Act; and the sections
of the Exchange Act requiring insiders to file public reports of their stock
ownership and trading activities and establishing insider liability for profits
realized from any "short-swing" trading transaction (i.e., a purchase and
sale, or sale and purchase, of the issuer's equity securities within a period
of less than six months). Because of these exemptions, purchasers of
Intertape Polymer Group's securities are not afforded the same protections or
information generally available to investors in public companies organized in
the United States. Intertape Polymer Group previously filed its annual reports
on Form 20-F. Commencing with the year ended December 31, 2000, the Company
files its annual report on Form 40-F. Intertape Polymer Group reports on Form
6-K with the Commission and publicly releases quarterly financial reports.
Because Intertape Polymer Group is a Canadian company, it may be
difficult for investors to effect service of process or enforce judgments
against us.
Intertape Polymer Group is a Canadian corporation, certain of its officers
and directors, and its auditors are residents of Canada, and a portion of our
assets are located outside of the United States. Accordingly, it may be
difficult for investors to effect service of process within the United States
upon Intertape Polymer Group or such persons, or to enforce against them
judgments obtained in the United States predicated upon the civil liability
provisions of the Securities Act.
Item 4. Narrative Description of the Business
General
Intertape Polymer Group develops, manufactures and sells a variety of
specialized polyolefin plastic packaging products. These products include
INTERTAPE(TM) pressure-sensitive and water-activated tape, EXLFILM(R) shrink
film ("EXLFILM(R)"), STRETCHFLEX(R) stretch wrap ("STRETCHFLEX(R)") and woven
products. Most of the Company's products are derived from resins that are
converted into films and adhesives. Resins also are combined with paper and
converted into a variety of packaging products. Vertical integration, whereby
-19-
the Company performs each step in the conversion of polyolefin resins and paper
into its various products, and continuous focus on improving manufacturing
efficiencies allow the Company to be among the low-cost producers of each
product it manufactures. This vertical integration combined with the use of
high speed production equipment provides competitive advantages to the Company
in flexibility and control of the manufacturing process and in speed of
delivery. Management considers all of its products to be within one
operational segment because all products are made basically from similar
extrusion processes and differ only in the final stages of manufacturing.
The Company expanded its product offering with the acquisitions of
Spinnaker Electrical Tape Company, a U.S. manufacturer of pressure-sensitive
electrical tapes, and Central Products Company, a U.S. manufacturer of a
natural rubber pressure-sensitive tape. Central Products Company also
manufactured hot melt and acrylic pressure-sensitive tapes, and a line of
water-activated carton sealing tapes, giving the Company what it now believes
to be 75% of the water-activated tape market.
The Company's revenues are derived primarily from sales of its products
in the United States and Canada, with approximately 84% of the Company's 2003
revenues attributable to sales from manufacturing facilities in the United
States. The Company's head office is located in Montreal, Quebec and the
Company maintains approximately 2.4 million square feet of manufacturing
facilities throughout the United States, Canada and Portugal.
Products
INTERTAPE(TM) Carton Sealing Tape: Pressure-Sensitive and Water-Activated
Tapes
The Company produces a variety of pressure-sensitive plastic film carton
sealing tape, ranging from commodity designed standard tape to tape tailored
to meet customers' unique requirements. The product range encompasses tape
with film thickness from 25 microns to 50 microns and adhesives formulated for
manual as well as automatic applications. Carton sealing tape lends itself to
use in high speed taping machines that replace other closure methods such as
staples, hot melt glues and cold glues. The tape produced by the Company
includes a wide range of customized colored and printed tape, as well as tape
designed for cold temperature applications and label protection.
The Company believes that it is one of the leading manufacturers of
pressure-sensitive carton sealing tape and further believes that it is the only
manufacturer in North America of all three types of adhesives; hot melt,
acrylic, and natural rubber. Carton sealing tape is manufactured and sold
under the INTERTAPE(TM) name to industrial distributors, leading retailers, and
manufactured for sale under private labels. It is produced at the Company's
Danville, St. Laurent, Richmond, and Brighton facilities and is primarily
utilized by end-users for sealing corrugated cartons. Geographic territories
in which the Company markets its products are serviced by sales personnel and
manufacturers' representatives coordinated by regional managers. Distributors
are appointed on a basis designed to achieve market penetration of both
commodity and higher grade products. The Company markets carton sealing tapes,
industrial tapes, equipment, and stretch and shrink films as a "basket of
packaging and specialty products", an approach believed to be unique in the
industry. This broad assortment of products is available from the Company's
three RDCs and offers committed distribution partners opportunities for
increased inventory turns, reduced storage space, and lower transaction costs.
-20-
The acquisition of Tape, Inc. and Central Products Company added a
complete range of water-activated adhesive tapes to the Company's product mix.
This product line is generally sold through the same distribution network
as pressure-sensitive carton sealing tape which has allowed the Company to
increase its market penetration for this product. Water-activated tapes are
used exclusively in the mail order business and the furniture and apparel
industries where a strong mechanical bond is needed to seal large boxes that
will be subject to rigorous handling during shipment. The Company believes it
is the largest producer of this type of tape and has in excess of 70% of the
North American market.
The Company's principal competitors for the sale of carton sealing tape
products are Minnesota Mining & Manufacturing Co. ("3M"), Shurtape
Technologies, Inc., and Sekisui TA Industries, Inc.
INTERTAPE(TM) Masking Tapes: Performance and General Purpose
The Company added masking tapes to its product line in December 1997
through the acquisition of American Tape Co. ("American Tape"), a leading
manufacturer of these products and expanded its position in this product line
with the acquisition of Anchor Continental, Inc. ("Anchor") in September 1998.
Masking tapes are used for a variety of end-use applications which can be
broadly described under two categories: general purpose and performance.
General purpose applications include packaging and bundling, and
residential and commercial paint applications. Performance applications
include use in painting of aircraft, cars, buses and boats, where the
properties of the tape, such as high temperature resistance and clean adhesive
release, are individually designed for the customer's process.
In February 2004 the Company purchased the assets of tesa tape, inc.'s
masking tape operations, which were one of the Company's main competitors in
this product line. The Company also entered into a three-year supply
agreement with tesa tape, inc.
The Company's processing capabilities include solvent and synthetic
rubber, hot melt and acrylic adhesive alternatives. The Company believes that
its unique adhesive systems provide it with a competitive advantage in this
market. The main competitors for the sale of masking tapes include 3M and
Shurtape Technologies, Inc.
INTERTAPE(TM) Reinforced Filament Tape: Performance and General Purpose
In addition to masking tapes, the Company's purchases of American Tape and
Anchor also introduced reinforced filament tapes and tensiled polypropylene
tapes (MOPP) to the Company's product line. Reinforced, general and specialty
products are manufactured at the Company's facilities in Richmond, Kentucky
and Marysville, Michigan. These facilities produce filament tape using
synthetic, natural rubber and hot melt adhesives coated on a variety of plastic
-21-
films. The reinforcement is provided by fibreglass yarns laminated between
the adhesive and backing layers. MOPP tapes are made from highly oriented
polypropylene films and complement the reinforced filament products in several
of the unitizing and bundling operations.
Many of these filament tapes are odorless, stainless, and provide clean
removal and are used in bundling, sealing, unitizing, palletizing and
packaging, notably for household appliances. The Company's main competitor
in the industrial filament tape market is 3M, and for commodity filament tapes
the Company's main competitor is Tara Tape.
Acrylic Coating
The Company entered into the acrylic market in 1995 through its Danville,
Virginia, plant. Acrylic coatings, when applied to film tapes, offer extended
shelf life as well as increased performance under the extremes of low and high
temperatures. In addition, certain applications utilize woven products as the
base material to which acrylic coating is applied. The Company is completely
self-sufficient in the production of film for pressure sensitive tapes for
acrylic based adhesive tapes.
INTERTAPE(TM) Duct Tape
The acquisition of Anchor provided the Company a significant capacity
in the duct tape product line, which has now been enhanced by the acquisition
of the assets of the duct tape operation of tesa. Duct tapes are manufactured
at the Columbia, South Carolina, facility. Most of the duct tape volume
consists of polyethylene-coated cloth. Aluminum foil type tape accounts for
much of the non-polyethylene coated product sales of the Company's duct tape
products. Intertape Polymer Group has also entered into a three-year supply
agreement with tesa for duct tape products. The main competitors are Tyco
Adhesives and Shurtape Technologies, Inc.
EXLFILM(R) Shrink Wrap
EXLFILM(R) is a specialty plastic film which shrinks under controlled heat
to conform to package shape as compared to other packaging forms that require
unique machinery for different product sizes and shapes. The process provides
versatility because it permits the over-wrapping of a variety of products of
considerably different sizes and dimensions (such as printing and paper
products, packaged foods, cassettes, toys, games and sporting goods, and
hardware and housewares). The Company manufactures EXLFILM(R) at its plant in
Truro, Nova Scotia, its Tremonton, Utah, facility and its facility in Portugal.
The Company believes that its continued investment in equipment and product
development will help it expand in this market. With the development of
cross-linking technology, the Company has introduced a new line of high
performance shrink film, EXLFILMPLUS(TM), which can be used to satisfy
additional end user applications. The Company's shrink wrap products are sold
through a select group of specialty distributors primarily to manufacturers of
packaged goods and printing and paper products who package their products
internally.
-22-
In addition to being served by the Company, the United States and
Canadian markets for polyolefin shrink wrap are currently served by two large
United States manufacturers, Sealed Air and Bemis Company, Inc., and to a
lesser extent by foreign manufacturers.
STRETCHFLEX(R) Stretch Wrap
STRETCHFLEX(R) is a multi-layer plastic film that can be stretched without
application of heat. It is used industrially to wrap pallet loads of various
products to ensure a solid load for shipping. The Company has a total of seven
cast lines, all using the state-of-the-art five-layer technology. This
technology, combined with re-engineered film allows the Company to produce
polyolefin stretch wrap that has higher performance while reducing manufacturing
costs. The Company has the capacity to produce a total of 130 million pounds
of STRETCHFLEX(R) annually at its Danville, Virginia, plant and its facility in
Tremonton, Utah.
The North American market for such polyolefin stretch wrap is served by a
number of manufacturers, the largest of which are AEP, Tyco, and Linear Films,
Inc.
Industrial Electrical Tapes
As a result of the Company's 1999 acquisition of certain assets of
Spinnaker Electrical Tape Company, which included its Carbondale, Illinois,
facility, the Company is now a manufacturer of specialty electrical and
electronic tape. The new manufacturing capability and technology at the
Carbondale, Illinois, facility, coupled with the Company's high temperature
resistant products manufactured at its Marysville, Michigan, facility is
providing the Company access to high margin markets.
Competing manufacturers of industrial electrical tapes include 3M, and
Permacel.
Finally, the Company's acquisitions have positioned the Company as a
stronger supplier of industrial tape, second only, in the estimation of
management, to 3M in North America, with the additional capability to provide
shrink and stretch wrap, a product line 3M does not offer. The Company's
status as a low-cost, high value added single source supplier to its individual
distributor customer base should, subject to economic factors, lead to sales
growth in the future.
Woven Products
The Company produces a variety of finished products utilizing coated woven
polyolefin fabrics, such as bags and lumber wrap, as well as coated woven
polyolefin fabrics that are sold to other manufacturers which convert these
fabrics into finished products, such as packaging, protective covers, pond
liners, housewrap, recreational products, and temporary structures.
NOVA-THENE(R) ProWrap lumber wrap is a polypropylene fabric which is
extrusion coated and printed to customer specifications. It is used in the
forest products industry to package kiln-dried cut lumber and other wood
products. The Company believes that polypropylene products have certain
advantages over traditional paper-plastic laminate and all polyethylene
products, including superior strength, ease of application, durability, better
appearance and the potential to be recycled.
-23-
The Company also manufactures other coated woven polyolefin fabrics that
it supplies to converters which produce finished products for specific
application, such as temporary and permanent shelters, recreational products,
protective covers, pond liners, and flame retardant brattice cloth. The
Company has developed a patented woven fabric, NOVA-SHIELD(TM), that meets the
fire retardant specifications required for human occupancy and maintains the
UV specifications for extended outdoor use. This product is used in
applications where PVC was the primary fabric previously used. Further, the
Company entered the metal wrap market with a patent pending wrap, NOVA-WRAP(TM),
for steel and aluminum coils and sheets.
The Company manufactures NOVA-PAC(R) sleeves for packaging fiberglass,
cotton, synthetic fibers and other products.
The Company's most recent woven product introduction is AquaMaster(TM),
a coated fabric to be used primarily to line man-made canals to prevent
water loss into the ground.
In addition, the Company competes with manufacturers of coated woven
fabrics such as Amoco Fabrics and Fibers Company and Fabrene, Inc., which sell
their products to converters.
FIBCs
The Company produces flexible intermediate bulk containers ("FIBCs") at a
facility in Piedras Negras, Mexico. The market for FIBCs is highly
competitive and is not dominated by any single manufacturer.
Sales and Marketing
As of December 31, 2003, the Company maintained a sales force of 110
personnel. The Company participates in industry trade shows and uses trade
advertising as part of its marketing efforts. The Company's overall customer
base is diverse, with no single customer accounting for more than 5% of total
sales. Sales from facilities located in the United States and Canada
accounted for approximately 86% and 14% of total sales, respectively, in 2001,
and approximately 85% and 15% in 2002, and 84% and 16% in 2003. Export sales
currently represent less than 5% of total sales and are included in United
States or Canadian sales depending on the manufacturing facility from which the
sale originates.
The Company's sales are primarily focused on distribution products and
woven products. Distribution products go to market through a network of paper
and packaging distributors throughout North America. Products sold into this
segment include carton sealing, masking, duct and reinforced tapes, EXLFILM(R)
and STRETCHFLEX(R). In order to enhance sales of its pressure-sensitive carton
sealing tape, the Company also sells carton closing systems, including
automatic and semi-automatic carton sealing equipment. Prior to the
acquisition of Interpack, these products were manufactured by others. The
Company's EXLFILM(R) and STRETCHFLEX(R) products are sold through its existing
industrial distribution base primarily to manufacturers of packaged goods and
printing and paper products which package their products internally. The
industrial electrical tapes are sold to the electronics and electrical
industries.
-24-
The Company's woven products are sold directly to the end-users.
Intertape Polymer Group offers a line of lumberwrap, valve bags, FIBCs and
specialty fabrics manufactured from plastic resins. The woven products are
marketed throughout North America.
Manufacturing; Quality Control
The Company's philosophy is, where efficient, to manufacture products from
the lowest cost raw material and add value to such products by vertical
integration. The majority of the Company's products are manufactured through
a process which starts with a variety of polyolefin resins which are extruded
into film for further processing. Wide width biaxially oriented polypropylene
film is extruded in the Company's facilities and this film is then coated in
high-speed equipment with in-house-produced adhesive and cut to various widths
and lengths for carton sealing tape. The same basic process applies for
reinforced filament tape, which also uses polypropylene film and adhesive but
has fiberglass strands inserted between the layers. Specific markets demand
different adhesives and the Company manufactures acrylic solvent based rubber,
"hot melt", aqueous acrylic, solvent acrylic, silicone and water-activated
adhesives to respond to all demands. Masking tapes utilize the same process
with paper as the coating substrate. Duct tapes utilize a similar process with
either polyethylene or aluminum foil type coated cloth.
Intertape Polymer Group is the only North American supplier of all four
technologies of carton sealing tape: hot melt, acrylic, water-activated, and
natural rubber. Further, the Company is the only United States manufacturer of
natural rubber carton sealing tape. This broad family of carton sealing tapes
is further enhanced by the Company's tape application equipment which is made
in the Montreal facility.
The technology for basic film extrusion, essential to the low cost
production of pressure-sensitive tape products, also has been utilized by the
Company to expand its product line into highly technical and sophisticated
films. Extrusion of up to five layers of various resins is done in four of
the Company's plants. These high value added films service the shrink and
stretch wrap markets, both of which have high entry barriers.
The Company maintains at each manufacturing facility a quality control
laboratory and a process control program on a 24-hour basis to monitor the
quality of all packaging and woven products it manufactures. At the end of
2003, four of the Company's plants were certified under the ISO-9002 quality
standards program, and one has been certified under the ISO-9001 quality
standards program.
Equipment and Raw Materials
The Company purchases mostly custom designed manufacturing equipment,
including extruders, coaters, finishing equipment, looms, printers, bag
manufacturing machines and injection molds, from manufacturers located in the
United States and Western Europe, and participates in the design and upgrading
of such equipment. It is not dependent on any one manufacturer for such
equipment.
-25-
Polyolefin resins are a widely produced petrochemical product and are
available from a variety of sources worldwide. The Company purchases raw
materials from a limited number of vendors with whom, over time, it has
developed long-term relationships. The Company believes that such long term
relationships, together with the Company's centralized purchasing operations,
have enhanced the Company's ability to obtain a continuity of supply of raw
materials on competitively favorable purchase terms. Historically,
fluctuations in raw material prices experienced by the Company have been passed
on to its customers over time, however, the timing and extent of recent price
increases has made it difficult to pass the full impact of such increases on
to customers.
Research and Development; New Products
The Company has increased its emphasis on applied research which is more
efficient in identifying new product opportunities, thus reducing research and
development expenses. Research and development continues to focus on new
products, technology developments, new product processes and formulations.
The Company anticipates the introduction of several new products into its
markets in 2004.
Research and development expenses in 2001, 2002, and 2003 totaled
US$4,182,000, US$3,169,000, and US$3,272,000, respectively.
Trademarks and Patents
The Company markets its tape products under the trademark INTERTAPE(TM) and
various private labels. The Company's valve or open mouth bags are marketed
under the registered trademark NOVA-PAC(R). Its woven polyolefin fabrics are
sold under the registered trademark NOVA-THENE(R). Its shrink wrap is sold
under the registered trademark EXLFILM(R). Its stretch films are sold under
the registered trademark STRETCHFLEX(R). FIBC's are sold under the registered
trademark CAJUN(R) BAGS. The Company has approximately 141 active registered
trademarks, 55 in the United States, 21 in Canada, and 65 foreign, which
include trademarks acquired from American Tape, Anchor, Rexford Paper Company
and Central Products Company. The Company currently has 28 pending trademark
applications. The Company does not have, nor does management believe it
important to the Company's business to have, patent protection for its carton
sealing tape products. However, the Company has pursued patents in select
areas where unique products offer a competitive advantage in profitable
markets, primarily in woven products for which the Company has approximately
7 patents and 3 patents pending, and shrink wrap for which the Company has
approximately 9 patents and 7 patents pending.
Competition
The Company competes with other manufacturers of plastic packaging
products as well as manufacturers of alternative packaging products, such as
-26-
paper, cardboard and paper-plastic combinations. Some of these competitors
are larger companies with greater financial resources. Management believes
that competition, while primarily based on price and quality, is also based
on other factors, including product performance characteristics and service.
No statistics, however, on the packaging market as a whole are currently
publicly available. See "Products" for a discussion of the Company's main
competitors.
The Company believes that significant barriers to entry exist in the
packaging market. Management considers the principal barriers to be: (i) the
high cost of vertical integration which is necessary to operate competitively,
(ii) the significant number of patents which already have been issued in
respect of various processes and equipment, and (iii) the difficulties and
expense of developing an adequate distribution network.
Environmental Regulation
The Company manufactures and sells a variety of specialized polyolefin
plastic packaging products for industrial use at its manufacturing plants
throughout North America and in Portugal. The Company is actively promoting
environmental solutions, both in the development of its products and in its
own manufacturing facilities.
Furthermore, the Company's operations are subject to extensive
environmental regulation in each of the countries in which it maintains
facilities. For example, United States Federal and state environmental laws
applicable to the Company include statutes (i) intended to allocate the cost
of remedying contamination among specifically identified parties as well as to
prevent future contamination (the "Comprehensive Environmental Response,
Compensation, and Liability Act"); (ii) imposing national ambient standards
and, in some cases, emission standards, for air pollutants which present a risk
to public health or welfare (the "Federal Clean Air Act"); (iii) governing the
management, treatment, storage and disposal of hazardous wastes (the "Resource
Conservation and Recovery Act"); and (iv) regulating the discharge of
pollutants into protected waterways (the "Clean Water Act of 1972"). The
Company's use in its manufacturing processes of hazardous substances and the
generation of hazardous wastes not only by the Company but by prior occupants
of Company facilities suggest that hazardous substances may be present at or
near certain of the Company's facilities or may come to be located there in
the future. Consequently, the Company is required to monitor closely its
compliance under all the various environmental regulations applicable to it.
In addition, the Company arranges for the off-site disposal of hazardous
substances generated in the ordinary course of its business.
Except as described below, the Company believes that all of its facilities
are in material compliance with applicable environmental laws and regulations.
Intertape is currently remediating contamination at its Columbia, South
Carolina plant, and has installed a hydraulic barrier at its St. Laurent,
Quebec, plant to prevent off-site migration of contaminated groundwater. The
Company has completed its remediation activities at its Marysville, Michigan,
facility and has requested final approval of the site from the State of
Michigan. Contamination at its St. Laurent plant may have migrated to the
adjacent property. The Company is investigating to determine what additional
action is required. In addition, though certain of the Company's facilities
emit toluene and other pollutants, the emissions are within current permitted
limitations. The Company believes that these emissions will meet the Maximum
Available Control Technology requirements, although additional testing or
modifications at the facilities may be required.
-27-
The Company believes that the ultimate resolution of these matters should
not have a material adverse effect on the Company's business or results of
operations.
Employees
As of December 31, 2003, the Company employed approximately 2,600 people,
700 of whom held either sales-related, operating or administrative positions
and 1,900 of whom were employed in production. Approximately 50 hourly
employees at the Montreal plant are unionized and subject to a collective
bargaining agreement which expires on November 30, 2006. Approximately 170
hourly employees at the Marysville plant are unionized and subject to a
collective bargaining agreement which expires on April 29, 2007. Approximately
170 hourly employees at the Menasha plant are unionized and subject to a
collective bargaining agreement which expires on July 31, 2008. Finally,
approximately 40 hourly employees at the Carbondale plant are unionized and
subject to a collective bargaining agreement which expires on March 4, 2006.
The Company has never experienced a work stoppage and considers its employee
relations to be satisfactory.
Description of Property
The following table sets forth the principal manufacturing and
distribution facilities owned or leased by the Company as of December 31, 2003:
Location Use Products Area(sq. ft Title
United States:
Bradenton, Florida Corporate Offices N/A 20,800 Owned
Brighton, Colorado Manufacturing Pressure-sensitive carton
sealing tapes 211,000 Leased to 1/1/14
Carbondale, Illinois Manufacturing Pressure-sensitive tapes
electrical/electronic 193,500 Leased for $1 per
acre per year until
2092 with a 99-year
extension option
Cerritos, California Distribution Tape/Packaging products 59,400 Leased to 11/15/04
Columbia, South Carolina Manufacturing and Carton sealing tape,
Distribution Pressure-sensitive masking
and duct tapes 490,000 Owned
Cumming, Georgia Distribution Packaging products 172,000 Leased to 8/31/05 w/option
to renew to 2010 and
option to purchase
Danville, Virginia Manufacturing and Carton sealing tape,
Distribution STRETCHFLEX(R) and acrylic
coating 281,000 Owned
Denver, Colorado Warehouse Storage for finished goods 100,000 Leased on 6-month basis
Green Bay, Wisconsin Closed N/A 156,000 Owned
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Marysville, Michigan Manufacturing High performance masking,
filament tape, and specialty
pressure-sensitive tape 250,000 Owned
Menasha, Wisconsin Manufacturing Water-activated adhesive tapes 195,000 Owned
Ontario, California Warehouse and Leased to 8/31/04
Distribution Packaging products 45,630 w/option to renew
Richmond, Kentucky Manufacturing and Carton sealing, masking
Distribution and reinforced tape 200,000 Owned
Tremonton, Utah Manufacturing and EXLFILM(TM),
Distribution STRETCHFLEX(R) 115,000 Owned
Canada:
St. Laurent, Quebec Corporate Headquarters N/A 20,000 Leased to 6/30/05
St. Laurent, Quebec Slitting, Warehouse Carton sealing tape 40,000 Leased to 6/30/05
St. Laurent, Quebec Manufacturing and
Distribution Carton sealing tape 25,000 Owned
Truro, Nova Scotia Manufacturing Woven products, EXLFILM(TM) 260,000 Owned
Edmundston, New
Brunswick Closed N/A 65,000 Owned and for sale
Mexico:
Piedras Negras, Mexico Manufacturing FIBCs 161,026 Leased to 4/30/06
Portugal:
Barcelos, Portugal Manufacturing and
Distribution Exlfilm(TM) 35,500 Owned
Item 5. Selected Consolidated Financial Information
5.1 Annual Information
The table set forth below provides a summary of the financial data for the
three most recently completed financial years:
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Three-year data
(in accordance with Canadian GAAP)
($ in thousands except
per share amounts) For
the years ended
December 31 2003 2002 2001
US$ CDN$ US$ CDN$ US$ CDN$
Total Revenue $621,321 $873,018 $601,575 $944,714 $594,905 $921,448
Total Net Income/Loss 18,178 25,542 (54,454) (85,517) (12,242) (18,962)
Per share:
Basic 0.51 0.71 (1.66) (2.61) (0.43) (0.67)
Diluted 0.50 0.71 (1.66) (2.61) (0.43) (0.67)
Total Assets 739,245 963,458 703,344 1,110,510 801,989 1,279,654
Total Long-term
liabilities 235,596 307,052 291,494 460,240 380,036 606,385
Cash dividends declared
per share N/A N/A N/A N/A N/A N/A
A discussion of the factors affecting the comparability of the above data
and changes in accounting policies is contained in the Company's 2003 Annual
Report and is attached to Form 40-F as Exhibit 5, to which this Annual
Information Form is attached as Exhibit 1.
5.2 Dividends
The Company has no written policy for the payment of dividends. So long
as the payment does not result in a violation of the Company's covenants with
its lenders and noteholders, there are no other restrictions that would
prevent the Company from paying dividends. However, the Company has not paid
dividends in the past three years and has no current intention to pay dividends
in the upcoming fiscal year.
Item 6. Management's Discussion and Analysis
Management's Discussion and Analysis is contained in the Company's 2003
Annual Report, Pages 4 to 22, and is attached to Form 40-F as Exhibit 5, to
which this Annual Information Form is attached as Exhibit 1.
Item 7. Market for Securities
The Company's common shares are currently traded on the New York Stock
Exchange and the Toronto Stock Exchange under the symbol "ITP". The common
shares are not traded on any other exchanges.
Item 8. Directors and Officers
The following table sets forth the name, residence, position, and
principal occupations for the last five (5) years of each Director of the
Company as of the date hereof, as well as the date upon which each Director
was first elected. Each Director serves for a term of one year and may be
nominated for re-election at the following annual shareholders' meeting. The
next annual shareholders' meeting is to be held on June 2, 2004, at which time
the current term of each Director will expire.
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Name of Position and Occupation First Year as
Municipality of Residence Director
Melbourne F. Yull Director, Chairman of the Board
Sarasota, Florida CEO of the Company 1989
Michael L. Richards Director
Westmount, Quebec Attorney, Senior Partner, Stikeman
Elliott LLP 1989
Ben J. Davenport, Jr. Director
Chatham, Virginia CEO, Chatham Oil Company; Chairman
& CEO, First Piedmont Corporation 1994
L. Robbie Shaw Director
Halifax, Nova Scotia Former Vice President, Nova Scotia
Community College 1994
Gordon R. Cunningham Director
Toronto, Ontario President, Cumberland Asset Management
Corp. 1998
J. Spencer Lanthier Director
Toronto, Ontario Former Chairman & CEO, KPMG Canada
from 1993 to 1999 (Since Retired) 2001
Thomas E. Costello Director
Longboat Key, Florida Former CEO of xpedx , a subsidiary of
International Paper Company from 1991
to 2002 (Since Retired) 2002
The following table sets forth the name, residence and position of each
executive officer of the Company as of the date hereof:
Name and Municipality of Residence Position and Occupation
Melbourne F. Yull
Sarasota, Florida Chief Executive Officer 1992
Andrew M. Archibald, C.A. Chief Financial Officer, Secretary,
Sarasota, Florida Vice President, Administration 1995
Burgess H. Hildreth
Sarasota, Florida Vice President, Human Resources 1998
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James A. Jackson
Sarasota, Florida Vice President, Chief Information Officer 1998
H. Dale McSween
Sarasota, Florida President, Distribution Products 1999
Gregory A. Yull
Sarasota, Florida President-Film Products 1999
Jim Bob Carpenter
Sarasota, Florida President, Woven Products, Procurement 1999
Duncan R. Yull Vice President, Sales, Distribution
Sarasota, Florida Products 1999
Piero Greco
Laval, Quebec Treasurer 2002
Victor DiTommaso, CPA
Sarasota, Florida Vice President, Finance 2003
Mark J. Dougherty President, Retail 2004
Sarasota, Florida
The principal occupations of each executive officer for the last five (5)
years is as follows:
Melbourne F. Yull, established the business and has been the Company's
Chief Executive Officer since 1992.
Andrew M. Archibald has been Chief Financial Officer, Secretary, and Vice
President Administration since May 1995. He was Vice President Finance from
May, 1995, to January 15, 1999. Prior thereto he served as Vice-President,
Finance and Secretary of the Company since 1989.
Burgess H. Hildreth has been Vice President, Human Resources, since
October, 1998. Prior to that he was the Vice President Administration of
Anchor Continental, Inc. since June, 1996.
James A. Jackson has been Vice-President, Chief Information Officer, since
September 1, 1998. Prior to that he was the Managing Partner of Spectrum
Information Management Systems since 1996.
H. Dale McSween has been President, Distribution Products, since December,
1999. Prior thereto he served as Executive Vice-President and Chief Operating
Officer from May 1995.
Gregory A. Yull, a son of Melbourne F. Yull, has been President, Film
Products, since June, 1999. Prior to that he was Products Manager - Films since
1995.
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Jim Bob Carpenter has been President, Woven Products, Procurement, since
May 1, 1999. Prior to that he was the General Manager of Polypropylene Fina
Oil & Chemical Co.
Duncan R. Yull, a son of Melbourne F. Yull, has been Vice President Sales,
Distribution Products, since December, 1999. Prior to that he was a Regional
Sales Manager for the Company until 1997 and was the Director of Sales until
December, 1999.
Piero Greco has been with the Company since January 2001 and was elected
Treasurer on October 21, 2002. Prior to that he was Treasury Manager of
Bombardier Inc. since October 1997.
Victor DiTommaso was elected Vice President, Finance on April 24, 2003.
Prior to that he was the Senior Vice President of Information Technology since
July, 2000, of Walls Industries, Inc. and Senior Vice President of Finance
since July, 1998.
Mark J. "Doc" Dougherty was appointed President, Retail in February, 2004.
Prior to that, he was Executive Vice President and General Manager of North
America for U.S. Smokeless Tobacco Co. in 2003. Prior to that he was President
and Managing Director of Crossmark, Inc., Global Division, during 2001 and
2002. Prior to that he served in various executive management capacities for
PepsiCo. from January 1993 through December 2000.
As of April 26, 2004, the directors and executive officers of the Company
as a group owned beneficially, directly or indirectly, or exercise control or
direction over, 833,359 common shares, representing approximately 2.03% of all
common shares outstanding. In addition, the directors and executive officers
as a group have 2,241,937 options to purchase common shares of the Company.
The Board of Directors has established three committees, the Audit
Committee, the Compensation Committee, and the Nominating & Governance Committee
to facilitate the carrying out of its duties and responsibilities and to meet
applicable statutory requirements. The Toronto Stock Exchange Guidelines for
Corporate Governance (the "Guidelines") recommend that the Audit Committee be
made up of outside directors only and that other board committees should be
comprised generally of outside directors, a majority of whom should be unrelated
directors. The Audit Committee complies with the Guidelines as it is composed
of four outside directors, namely L. Robbie Shaw, Gordon R. Cunningham, Thomas
E. Costello, and J. Spencer Lanthier. The Compensation Committee, as
presently constituted, has one related director and three unrelated directors,
namely Michael L. Richards, L. Robbie Shaw, Ben J. Davenport, Jr., and Gordon
R. Cunningham. Mr. Richards is deemed to be a related director, inasmuch as
the law firm of Stikeman Elliott LLP, of which he is a senior partner,
provides legal services to the Company on a regular basis. The Company
believes, however, that its relationship with Stikeman Elliott LLP does not
inhibit Mr. Richards' ability to act impartially, nor his ability to act
independently of the views of the management of the Company. The Nominating
& Governance Committee is composed of all of the members of the Board, the
majority of whom are unrelated directors.
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The following is a summary description of the Committees of the Board of
Directors and their mandates. Additional information regarding the Committees
is contained in Management's Proxy Circular which is attached to Form 40-F as
Exhibit 6, to which this Annual Information Form is attached as Exhibit 1.
Audit Committee: The mandate of the Audit Committee is to review the
annual financial statements of the Company and to make recommendations to the
Board of Directors with respect thereto. The Audit Committee also reviews the
nature and scope of the annual audit as proposed by the external auditors and
management and, with the external auditors and management, the adequacy of the
internal accounting control procedures and systems within the Company. In
addition, in accordance with its charter, the Audit Committee now has the sole
authority to make recommendations to the Shareholders regarding the appointment
or replacement of the Company's external auditors and shall approve their
remuneration. The Audit Committee shall also require the external auditors to
provide a report at least annually setting forth the auditor's internal
quality-control procedures and all relationships between the external auditors
and the Company, if any. The Audit Committee may consult with management on
these issues, but it may not delegate its responsibility therefor. The Audit
Committee has the authority to retain legal, accounting or other consultants
for advice if it deems it to be necessary. The Audit Committee also approves
all audit engagement fees and terms of all significant permissible non-audit
services provided by the independent auditors.
Compensation Committee: The Committee is responsible for the evaluation
and approval of the director and officer compensation policies, plans and
programs of the Company. The Compensation Committee is responsible for
conducting annual reviews and making recommendations to the Board of Directors
with respect to the compensation, including the granting of stock options, of
all directors, officers, and key executives of the Company. The Chairman and
Chief Executive Officer does not participate in the Board of Directors'
deliberations concerning the recommendations on his compensation.
Nominating & Governance Committee: This Committee's charter states that
the Committee is to:
(i) assess on an annual basis the effectiveness of the Board as a whole
as well as periodically evaluate the contribution of individual members of the
Board;
(ii) review, on a periodic basis, the size and composition of the Board
and ensure that an appropriate number of unrelated directors sit on the Board;
(iii) identify individuals qualified to become members of the Board as may
be required and recommend to the Board new nominees for appointment;
(iv) provide appropriate orientation to any new members of the Board;
(v) recommend to the Board corporate governance guidelines and ensure the
sufficiency of such guidelines on a periodic basis; and
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(vi) review and advise the Board at least annually as to corporate
governance issues.
Item 9. Additional Information
The Company, upon request to its Secretary, will provide to any person or
entity:
(1) when the securities of the Company are in the course of a distribution
under a preliminary short form prospectus or a short form prospectus;
(a) one copy of the Annual Information Form of the Company, together
with one copy of any document, or the pertinent pages of any document,
incorporated by reference in the Annual Information Form;
(b) one copy of the consolidated financial statements of the Company
for its most recently completed financial year for which financial statements
have been filed together with the accompanying report of the auditor and one
copy of the most recent unaudited interim financial statements of the Company
that have been filed, if any, for any period after the end of its most recently
completed financial year;
(c) one copy of the information circular of the Company in respect
of its most recent annual meeting of shareholders that involved the election of
directors or one copy of any annual filing prepared instead of that
information circular, as appropriate; and
(d) one copy of any other documents that are incorporated by
reference into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under clauses (a), (b) or (c);
or
(2) at any other time, one copy of any documents referred to in clauses
(1)(a), (b) and (c) provided that the Company may require the payment of a
reasonable charge if the request is made by a person or entity who is not a
security holder of the Company.
Additional information, including directors' and officers' remuneration
and indebtedness, principal holders of the Company's securities, options to
purchase securities, and interests of insiders in material transactions, if
applicable, is contained in the Company's Notice of Annual and Special Meeting
of Shareholders prepared for its June 2, 2004, annual and special meeting of
shareholders. Additional financial information is provided in the Company's
Consolidated Financial Statements for the fiscal year ended December 31, 2003.
-35-
Exhibit 2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation of our report dated February 16, 2004, on our
audits of the consolidated financial statements of Intertape Polymer Group
Inc. as at December 31, 2003 and 2002 and for each of the years in the three-
year period ended December 31, 2003, which report is included in this Annual
Report on Form 40-F.
/s/Raymond Chabot Grant Thornton
Chartered Accountants
General Partnership
Montreal, Canada
May 3, 2004
-36-
Exhibit 3
CERTIFICATIONS
I, Melbourne F. Yull, Chairman of the Board and Chief Executive Officer of
Intertape Polymer Group Inc., certify that:
1. I have reviewed this annual report on Form 40-F of Intertape Polymer
Group Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over
financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)]
for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant's disclosure
controls and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
d. Disclosed in this annual report any change in the Registrant's
internal control over financial reporting that occurred during the period
covered by this annual report that has materially affected, or is reasonably
likely to materially affect, the Registrant's internal control over financial
reporting.
-37-
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
control over financial reporting.
Date: May 3, 2004
/s/Melbourne F. Yull
Melbourne F. Yull, Chairman of the Board
and Chief Executive Officer
-38-
______________________________________________________________________________
I, Andrew M. Archibald, C.A., Chief Financial Officer, Secretary, and Vice
President, Administration of Intertape Polymer Group Inc., certify that:
1. I have reviewed this annual report on Form 40-F of Intertape Polymer
Group Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial
reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the
Registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant's disclosure
controls and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
d. Disclosed in this annual report any change in the Registrant's
internal control over financial reporting that occurred during the period
covered by this annual report that has materially affected, or is reasonably
likely to materially affect, the Registrant's internal control over financial
reporting.
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function):
-39-
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
control over financial reporting.
Date: May 3, 2004
/s/Andrew M. Archibald
Andrew M. Archibald, C.A.,
Chief Financial Officer, Secretary
and Vice President, Administration
-40-
Exhibit 4
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT
TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002
The undersigned, Melbourne F. Yull, Chairman of the Board and Chief
Executive Officer, and Andrew M. Archibald, C.A., Chief Financial Officer,
Secretary, and Vice President Administration, hereby certify that this report
fully complies with the requirements of Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and that the information contained in this
report fairly presents in all material respects the financial condition and
results of operations of Intertape Polymer Group Inc. as of and for the periods
presented in this report.
Date: May 3, 2004 /s/Melbourne F. Yull
Melbourne F. Yull, Chairman of the Board
and Chief Executive Officer
Date: May 3, 2004 /s/Andrew M. Archibald
Andrew M. Archibald, C.A.,
Chief Financial Officer, Secretary
and Vice President, Administration
-41-
CERTIFIED EXTRACT OF RESOLUTIONS OF THE BOARD OF DIRECTOR
OF
INTERTAPE POLYMER GROUP INC.
ADOPTED ON APRIL 26TH, 2004
"APPROVAL OF ANNUAL INFORMATION FORM
WHEREAS the Chairman presented to the meeting a draft of an annual information
form of the Corporation to be dated May 3, 2004.
WHEREAS the Chairman informed the meeting that the Corporation proposes to file
the annual information form with the securities commissions and other
appropriate regulatory authorities in each of the provinces and territories of
Canada in order to permit the Corporation to be able to qualify its securities
for distribution through the use of a short form prospectus under National
Instrument 44-101 - Short Form Prospectus Distributions.
BE IT RESOLVED THAT:
1. the annual information form ("AIF") of the Corporation to be dated May
3, 2004, substantially in the form of the document presented to this
meeting, be and the same is hereby approved, subject to such
additions, deletions and changes therein as may be consented to by
any one director or officer of the Corporation;
2. the Corporation be and it is hereby authorized to file the English and
French (when and if available) language versions of the AIF, as the
same may be amended from time to time, with the securities commissions
and appropriate regulatory authorities in each of the provinces and
territories of Canada in order to qualify the Corporation as an
eligible issuer under National Instrument 44-101 - Short Form
Prospectus Distributions;
3. any one director or officer of the Corporation be, and he is, hereby
authorized and directed, for and on behalf of the Corporation, to
file or cause to be filed the English and French (when and if
available) language versions of the AIF under the securities
legislation of any of the provinces and territories of Canada and to
file such other documents and to do such other things as he may, in
his sole discretion, consider necessary, appropriate or useful in
connection with, or to carry out the provisions of this resolution;
4. the Corporation file with the United States Securities and Exchange
Commission an Annual Report on Form 40-F (the "Form 40-F") covering
the Corporation's fiscal year ended December 31, 2003, such Form
40-F to be substantially in the form of the draft presented to the
Board of Directors, together with such changes or modifications as
may be deemed necessary or appropriate by any director or officer of
the Corporation with and upon the advice of counsel, and any director
or officer of the Corporation be, and he is, hereby authorized,
empowered and directed to execute in the name and on behalf of the
Corporation, to procure all other necessary signatures to, and to
file with the United States Securities and Exchange Commission, the
Form 40-F and any all amendments or supplements thereto;
5. any director or officer of the Corporation be, and he is, hereby
authorized and directed for and on behalf of the Corporation, to
execute, whether under the corporate seal of the Corporation or
otherwise, and to deliver all such certificates, undertakings and
other documents and to do all such other acts and things as he may,
in his sole discretion, consider necessary or advisable in connection
with or to carry out the provisions of this resolution."
I, the undersigned, Andrew M. Archibald,
C.A., Chief Financial Officer, Secretary,
Vice President, Administration of Intertape
Polymer Group Inc. hereby certify that the
foregoing resolutions were duly adopted by
the Board of Directors of Intertape Polymer
Group Inc. on April 26, 2004 and that the
said resolutions are, as of the date
hereof, in full force and effect and have
not been amended.
IN WITNESS WHEREOF, I HAVE SIGNED in
Bradenton, Florida, this 3rd day of May,
2004.
/s/Andrew M. Archibald
Andrew M. Archibald, C.A.
Chief Financial Officer, Secretary,
Vice President, Administration