UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[___] REGISTRATION STATEMENT PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2004
Commission file number: 1-10928
INTERTAPE POLYMER GROUP INC.
(Exact name of Registrant as specified in its charter)
Canada
(Jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification Number)
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) 739-7500
(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 New York Stock Exchange
nominal or par value Toronto Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the
Act: Not Applicable
Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act: Not Applicable
For annual reports, indicate by check mark the information filed with
this form:
[ X ] Annual Information Form [ X ] Audited Annual Financial Statements
The number of outstanding shares of each of the issuer's classes of
capital stock as of December 31, 2004 is:
41,236,961 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 Intertape Polymer Group Inc. 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, 2004 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, 2004 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 2004 that has
materially affected, or is reasonably likely to materially affect, Intertape
Polymer Group Inc.'s internal control over financial reporting.
Blackout Period Notices.
During 2004, 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.
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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 2004
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) 739-7500.
Principal Accountant Fees and Services.
A table setting forth the fees billed for professional services
rendered by Raymond Chabot Grant Thornton LLP, Chartered Accountants, the
Company's principal accountant, for the fiscal years ended December 31,
2004 and December 31, 2003, is set forth in Item 17.5 of Intertape Polymer
Group's Annual Information Form attached hereto as Exhibit 1.
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 referenced above, 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.
The information required by Paragraph (12) of General Instruction B to
Form 40-F is located on Page 18 of Management's Discussion and Analysis
contained in Intertape Polymer Group's 2004 Annual Report attached hereto
as Exhibit 2 and made a part hereof by this reference.
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Identification of the Audit Committee.
Intertape Polymer Group Inc. has a separately designated standing Audit
Committee established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The Audit Committee is comprised of four of the seven directors of
Intertape Polymer Group Inc.: J. Spencer Lanthier, L. Robbie Shaw, Gordon
R. Cunningham, and Thomas E. Costello. For additional information with
respect to the Company's Audit Committee, see Item 17 of the Company's Annual
Information Form attached hereto as Exhibit 1.
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 Exchange Act, 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, C.A.
(Signature)
Name: Andrew M. Archibald, C.A.
Title: Chief Financial Officer and Secretary
Date: March 31, 2005
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EXHIBIT INDEX
Exhibit No. Description Page No.
___________ ___________ ________
1 Annual Information Form dated March 31, 2005 7
2 2004 Annual Report, including: 53
Management's Discussion and Analysis for 2004 (Pg. 6)
Audited Annual Consolidated Financial Statements (Pg. 27)
3 Consent of Raymond Chabot Grant Thornton LLP,
Chartered Accountants 54
4 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 55
5 Certification pursuant to 18 U.S.C. Section 1350,
as enacted pursuant to Section 906 of the
U.S. Sarbanes-Oxley Act of 2002 59
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EXHIBIT 1
_________
Item 1.
INTERTAPE POLYMER GROUP INC.
ANNUAL INFORMATION FORM
For the Year ended December 31, 2004
Dated: March 31, 2005
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INTERTAPE POLYMER GROUP INC.
ANNUAL INFORMATION FORM
Table of Contents
Page
Item 1. Cover Page 7
Item 2. Corporate Structure 10
2.1 Name, Address and Incorporation 10
2.2 Intercorporate Relationships 10
Item 3. General Development of the Business 11
3.1 Three Year History 11
3.2 Significant Acquisitions 15
Item 4. Narrative Description of the Business 15
4.1 General 15
4.2 Key Markets and Products 16
4.3 Sales and Marketing 20
4.4 Manufacturing and Quality Control 21
4.5 Equipment and Raw Materials 21
4.6 Research and Development and New Products 22
4.7 Trademarks and Patents 22
4.8 Competition 23
4.9 Environmental Regulation 23
4.10 Employees 24
Item 5. Cautionary Statements and Risk Factors 25
5.1 Forward-Looking Statements 25
5.2 Risk Factors 26
Item 6. Dividends 34
Item 7. General Description of Capital Structure 34
7.1 General Description of Capital Structure 34
7.2 Ratings 35
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Item 8. Market For Securities 35
8.1 Trading Price and Volume on the Toronto Stock Exchange 35
8.2 Trading Price and Volume on the New York Stock Exchange 36
Item 9. Escrowed Securities 37
Item 10. Directors and Officers 37
Item 11. Legal Proceedings 40
Item 12. Interest of Management and Others in Material Transactions 40
Item 13. Transfer Agents and Registrars 41
Item 14. Material Contracts 41
Item 15. Experts 44
15.1 Name of Experts 44
15.2 Interests of Experts 44
Item 16. Additional Information 44
Item 17. Audit Committee 45
17.1 Audit Committee Charter 45
17.2 Composition of the Audit Committee 45
17.3 Relevant Education and Experience 45
17.4 Pre-Approved Policies and Procedures 45
17.5 External Auditor Services Fees 46
Exhibit A Audit Committee Charter 47
Exhibit B Amended and Restated Shareholder Protection Rights
Plan Agreement 51
Exhibit C Amended Executive Stock Option Plan as Amended and
Consolidated to June 2, 2004 52
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Item 2. Corporate Structure
2.1 Name, Address 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. 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
certain aspects of the governance of the Company.
Intertape Polymer Group's corporate headquarters is located at 110E
Montee de Liesse, Montreal, Quebec, Canada H4T 1N4 and the address of its
registered office is 1155 Rene-Levesque Blvd. West, Montreal, Quebec, Canada
H3B 3V2.
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.,
incorporated under the Canada Business Corporations Act, is the principal
operating company for the Company's Canadian operations. Central Products
Company, a Delaware 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, 2004, 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
C.V. Mexico 100%
IPG Holdings LP Delaware 100%
Polymer International Corp. Virginia 100%
IPG (US) Inc. Delaware 100%
IPG (US) Holdings Inc. Delaware 100%
Intertape Polymer US 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
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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 initial implementation of its
Regional Distribution Centers ("RDCs") strategy. The streamlined operations
of the five RDCs permitted the Company to close the approximately 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 re-assessed its overall RDC strategy. As a
result, in its ongoing efforts to increase its 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 February 2004 and has lowered warehousing
costs to the Company as well as enhanced service levels to its customers.
Over the last three years, the Company has invested approximately $43.1
million in capital expenditures principally to purchase more efficient
production equipment and to expand information systems capabilities. One of
the benefits of these investments has been the Company's ability to reduce
the number of its production and distribution facilities, while maintaining
its existing capacities. In the fourth quarter of 2004, as part of the
Company's ongoing review of the efficiency and effectiveness of its production
and distribution network, the Company announced and substantially completed
the closure of two of its manufacturing facilities, one in Cumming, Georgia
and the second in Montreal, Quebec, as well as the closure of its
distribution center in Cumming, Georgia. In December, 2003, the Company
consolidated its two water activated tape facilities into its Menasha,
Wisconsin operation.
As part of a continuous cost improvement process, 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.
Acquisitions have been and remain a part of the Company's growth
strategy. In February 2004, the Company completed the purchase for a cash
consideration of $5.5 million plus contingent consideration (dependent on
business retention), the assets relating to the masking and duct tape
operations of tesa tape, inc. The Company also finalized a three-year
agreement to supply duct tape and masking tape to tesa. The production of
the acquired business was integrated into the Company's Columbia, South
Carolina manufacturing facility. This acquisition provided the Company's
retail business with access to several large retail chains not previously
serviced by the Company.
In June 2003, the Company acquired the remaining fifty percent of the
issued and outstanding common shares of Fibope Portuguesa-Filmes Biorientados
S.A. ("Fibope"). Intertape Polymer Group acquired Fibope in order to provide
a viable platform from which to introduce its North American made products
into European markets.
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Set forth below is a summary of the Company's acquisitions since 1996.
Completed Acquisitions
______________________
Year Annual Cost of
Acquisitions Company Location Products
__________________________________________________________________________________________
(US$ 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
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.
2004 $5.5 tesa tape inc. Columbia, South Carolina Masking and duct tape
Historically, the Company has been able to maintain value-added
percentages within a narrow range of less than 0.75% because it passed on raw
material cost increases to its customers. ("Value-added" is the difference
between material costs and selling prices, expressed as a percentage of
sales.) During 2002, in the Company's view, this situation changed as a result
of a timing lag between raw material cost increases and full implementation
of selling price increases. In 2003, the Company implemented a series of unit
selling price increases that, coupled with certain of the Company's cost
reduction programs, did result in improved gross margins. Throughout 2004,
the Company, along with the industry, continued to experience rising raw
material costs. Market pressures and the normal time lag between incurring
raw material cost increases and passing the increases on to customers in the
form of higher sales prices prevented the Company from achieving meaningful
sales price increases until the second quarter of the year. During the last
three quarters of 2004 and the first quarter of 2005, the Company has been
able to implement price increases, which have had the effect of limiting the
decrease in value-added.
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On July 28, 2004, the Company entered into a new senior secured credit
facility consisting of a US$200.0 million seven-year delayed draw Term Loan
B facility, a US$65.0 million five-year revolving credit facility, and a
US$10.0 million five-year revolving credit facility to be issued in Canadian
Dollars. The credit facility is secured by a first priority security
interest in substantially all of the tangible and intangible assets of, and
is guaranteed by, the Company and substantially all of its subsidiaries.
Further, on July 28, 2004, the Company completed an offering of US$125.0
million 8-1/2% Senior Subordinated Notes due 2014. The proceeds from the
refinancing were used to repay the Company's then existing bank credit
facility, redeem all three series of its then existing senior secured notes,
pay related make-whole premiums, accrued interest and transaction fees and
provide cash for general working capital purposes.
The credit agreement governing the senior secured credit facility and
the indenture governing the outstanding Senior Subordinated Notes each
contain restrictive covenants that, among other things, limit the Company's
ability to incur additional indebtedness, make restricted payments, make
loans or advances to subsidiaries and other entities, invest in capital
expenditures, sell its assets or declare dividends. In addition, under its
new Senior Secured Credit Facility, the Company is required to maintain
certain financial ratios, including a maximum total leverage ratio, a minimum
interest coverage ratio and a minimum fixed charge ratio.
For additional information regarding the Company's Senior Secured Credit
Facility and Senior Subordinated Notes, see Item 14, "Material Contracts".
Intertape Polymer Group reduced indebtedness associated with long-term
debt instruments by $50.2 million during 2002, and a further $64.3 million
during 2003. Long-term debt increased during 2004 as a result of the capital
lease for the new RDC, and the $325.0 million borrowed in connection with
the refinancing completed in August 2004.
During 2003 Intertape Polymer Group entered into a capital lease
agreement for the new Danville RDC. The twenty-year lease agreement commenced
in January 2004. The value of the building and the related capital lease
obligation of Intertape Polymer Group Inc. is $7.2 million.
As part of the refinancing completed in late 2001, the balance of the
then short-term debt was cancelled and replaced with new facilities, Facility
B and Facility C, in the aggregate amount of $95.0 million with two-year and
four-year terms, respectively. In 2002, the Company repaid and cancelled
Facility B, the $35.0 million, two-year term bank facility, which was due to
be fully repaid by the end of 2003. During 2003, the Company repaid $60.0
million and cancelled Facility C two years earlier than required. In
addition, amounts due under the Company's existing notes were reduced by
$2.5 million during 2003.
The Company anticipates continued revenue growth in 2005. Intertape
Polymer Group believes it will see the favorable impact of its cost
reduction program on its bottom line in 2005.
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During 2005, the Company intends to continue to invest in equipment to
improve productivity and expand certain of its operations vertically which
should also create new product capabilities. In addition, the Company
believes it should begin to see the anticipated benefits from its realignment
of its mid-management, including a better profit margin as a result of
pricing disciplines. The Company believes that by dropping accountability
down to the mid-management level, it will rekindle the entrepreneurial
culture within the Company and place greater focus on increasing market
share, better managing of product mix and improving the product development
process.
3.2 Significant Acquisitions
In February, 2004, the Company acquired 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, plus contingent
consideration dependent on business retention. The Company also entered
into a three-year agreement to supply duct tape and masking tape to tesa.
Intertape Polymer Group integrated the business acquired from tesa into its
Columbia, South Carolina, facility. This acquisition provided Intertape
Polymer Group access to several large retail chains not previously serviced
by the Company in accordance with the Company's growth strategy. The
acquisition of the assets of tesa, however, does not meet the definition of
"significant acquisition" as that term is understood with reference to Part
8 of the Canadian National Instrument 51-102-Continuous Disclosure
Obligations and a Form 51-102F4 was not filed.
Acquisitions are an important part of the Company's strategy for growth
and it will continue to investigate favorable opportunities that present
themselves during 2005.
Item 4. Narrative Description of the Business
4.1 General
Intertape Polymer Group is a leader in the specialty packaging industry
in North America. It develops, manufactures and sells a variety of
specialized polyolefin plastic and paper-based products as well as
complementary packaging systems for use in industrial and retail
applications. The Company's products include carton sealing tapes,
including Intertape (R) pressure-sensitive and water-activated tapes; industrial
and performance specialty tapes, including masking, duct, electrical and
reinforced filament tapes; Exlfilm (R) shrink film; Stretchflex (R) stretch
wrap; engineered fabric products; and flexible intermediate bulk containers.
The Company designs its specialty packaging products for aerospace, automotive
and industrial applications. These specialty packaging products are sold to
a broad range of industrial and specialty distributors, retail stores and
large end-users in diverse markets.
Intertape Polymer Group believes it has assembled one of the broadest
and deepest ranges of products in the industry by leveraging its advanced
manufacturing technologies, its extensive research and development capabilities
and its comprehensive strategic acquisition program. Since 1995, the Company
has made a series of strategic acquisitions in order to offer a broader range
of products to better serve its markets. These products include water-
activated tapes, masking tapes, duct tapes, filament tapes and natural rubber
adhesive tapes. At the same time, the Company has continued to develop new
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products, including shrink and stretch wrap films.
4.2 Key Markets and Products
Intertape (R) 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 the Company produces
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. Carton sealing tape is manufactured
and sold under the Intertape (R) name to industrial distributors and leading
retailers, and is also manufactured for sale under private labels. It is
produced at the Company's Danville, Virginia, Richmond, Kentucky, and
Brighton, Colorado, 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. Intertape Polymer Group markets carton sealing tapes,
industrial tapes, equipment, and stretch and shrink films as a "basket of
packaging products," an approach which it believes is unique in the industry
and differentiates the Company from its competitors. This broad assortment
of products is available from the Company's three RDCs and offers its
distribution partners opportunities for increased inventory turns, reduced
storage space and lower transaction costs.
Intertape Polymer Group's acquisition of Tape, Inc. in 1996 and Central
Products Company in 1999 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.
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Intertape (R) Masking Tapes: Performance and General Purpose
____________________________________________________________
Intertape Polymer Group added masking tapes to its product line in
December 1997 through the acquisition of American Tape Co., a leading
manufacturer of these products and expanded the Company's position in this
product line with the acquisition of Anchor Continental, Inc. in September
1998.
Masking tapes are used for a variety of end-use applications which can
be broadly described under two categories: performance and general purpose.
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 releases, are individually designed for the
customer's process. General purpose applications include packaging and
bundling, and residential and commercial paint applications.
In February 2004, the Company purchased the assets of tesa's masking
tape operations, which had been a key competitor in this product line. The
Company also entered into a three-year supply agreement with tesa.
Intertape Polymer Group'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 Company's main competitors for the sale of masking tapes include
3M and Shurtape Technologies.
Intertape (R) 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 its 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 films. The reinforcement is provided by fiberglass 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.
-17-
The Company's main competitor in the industrial filament tape market
is 3M, and for commodity filament tapes its main competitor is TaraTape.
Intertape (R) Duct Tape
_______________________
The acquisition of Anchor in 1998 provided Intertape Polymer Group with
significant capacity in its duct tape product line, which has now been
enhanced by the acquisition of the assets of the duct tape operations of
tesa. Duct tapes are manufactured at the Company's 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. The Company has
also entered into a three-year supply agreement with tesa for duct tape
products.
The Company's main competitors in the duct tape market are Tyco
Adhesives and Shurtape Technologies.
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. Intertape Polymer Group manufactures
Exlfilm (R) at its facilities in Truro, Nova Scotia, Tremonton, Utah, and
Portugal. With the development of cross-linking technology, the Company has
introduced a new line of high performance shrink film, Exlfilmplus (R) 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.
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, 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.
-18-
The North American market for polyolefin stretch wrap is served by a
number of manufacturers, the largest of which are AEP, Tyco, and Linear
Films. The Company's key strategic acquisitions have positioned it as a
stronger supplier of specialty packaging industrial tapes, second only, by
management's estimates, to 3M in North America, with the additional
capability to provide shrink and stretch wrap, product lines that 3M does
not offer.
Industrial Electrical Tapes
___________________________
Following the Company's 1999 acquisition of certain assets of Spinnaker
Electrical Tape Company, which included its Carbondale, Illinois facility,
Intertape Polymer Group became a manufacturer of specialty electrical and
electronic tape. The manufacturing capability and technology at the
Carbondale, Illinois facility, coupled with the Company's high temperature-
resistant products manufactured at its Marysville, Michigan facility provides
it with access to high margin markets.
Competing manufacturers of industrial electrical tapes include 3M and
Permacel.
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
engineered fabric products as the base material to which acrylic coating
is applied. The Company is completely self-sufficient in the production of
film for pressure tapes for acrylic based adhesive tapes.
Engineered Fabric Products
__________________________
Intertape Polymer Group produces a variety of finished products utilizing
coated engineered polyolefin fabrics, such as bags and lumber wrap, as well
as coated engineered 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.
The Company also manufactures other coated engineered polyolefin
fabrics that it supplies to converters which produce finished products for
specific applications, such as temporary and permanent shelters, recreational
products, protective covers, pond liners, and flame retardant brattice cloth.
The Company has developed a patented engineered fabric, Nova-Shield (TM), that
meets the fire retardant specifications required for human occupancy and
-19-
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 has 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 (TM) sleeves for packaging fiberglass,
cotton, synthetic fibers and other products.
Intertape Polymer Group's most recent engineered fabric 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
engineered fabrics such as Amoco Fabrics and Fibers Company and Fabrene,
which sell their products to converters.
FIBCs
_____
The Company produces flexible intermediate bulk containers, or FIBCs,
at a facility in Piedras Negras, Mexico. The market for FIBCs is highly
competitive and is not dominated by any single manufacturer.
4.3 Sales and Marketing
As of December 31, 2004, the Company maintained a sales force of 128
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 in 2004. Sales from facilities located in the United States and
Canada accounted for approximately 85% and 15% of total sales, respectively,
in 2002, 86% and 14% in 2003, and 80% and 20% in 2004. Export sales
currently represent less than 6% 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
engineered fabric 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 the
Company's pressure-sensitive carton sealing tape, it also sells carton closing
systems, including automatic and semi-automatic carton sealing equipment. The
Company's Exlfilm (R) and Stretchflex (R) products are sold through an 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.
The Company's engineered fabric products are sold directly to end-users.
The Company offers a line of lumberwrap, valve bags, FIBCs and specialty
fabrics manufactured from plastic resins. The engineered fabric products are
marketed throughout North America.
-20-
4.4 Manufacturing and Quality Control
Intertape Polymer Group's philosophy is to manufacture those products
that are efficient for it from a cost and customer-service perspective. In
cases in which the Company manufactures its own products, the Company seeks
to do so utilizing 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.
The Company 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 Florida.
The Company has utilized its technology for basic film extrusion,
essential to the low cost production of pressure-sensitive tape products, 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 engineered fabric products it manufactures.
At the end of 2004, five of our plants were certified under the ISO-9001:2000
quality standards program.
4.5 Equipment and Raw Materials
Intertape Polymer Group 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. The Company is not dependent on any
one manufacturer for such equipment.
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
-21-
relationships, together with its centralized purchasing operations, have
enhanced its ability to obtain a continuity of supply of raw materials on
competitively favorable purchase terms. In certain cases, the Company has
entered into short-term supply contracts for raw materials, including resin.
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 have made it difficult to pass the full
impact of such increases on to customers. The Company was unable to achieve
meaningful sales price increases until the second quarter of 2004 due to
market pressures and the normal time lag between incurring raw material cost
increases and passing the increases on to customers in the form of higher
sales prices.
4.6 Research and Development and 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 2005. In 2005, the Company expects to have a continuing
rollout of new products including Genesys (TM), a high performance machine-grade
stretch film, Veneer Tape (TM), a water activated tape product, and several new
filament and masking tapes.
Research and development expenses in 2002, 2003, and 2004 totaled $3.2
million, $3.3 million, and $4.2 million, respectively.
4.7 Trademarks and Patents
Intertape Polymer Group markets its tape products under the trademark
Intertape (R) and various private labels. The Company's valve or open mouth
bags are marketed under the registered trademark Nova-Pac (R). Its engineered
fabric polyolefin fabrics are sold under the registered trademark Nova-
Thene (R). The Company's 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 137 active registered trademarks, 52 in the
United States, 20 in Canada, and 65 foreign, which include trademarks
acquired from American Tape, Anchor, Rexford Paper Company and Central
Products Company. The Company currently has 36 pending trademark applications.
It 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 engineered
coated products for which the Company has 3 patents and 9 patents pending,
film for which it has 5 patents and 12 patents pending, tape products for
which it has 8 patents and 5 patents pending, and adhesive products for which
it has 1 patent and 3 patents pending.
4.8 Competition
The Company competes with other manufacturers of plastic packaging
products as well as manufacturers of alternative packaging products, such as
paper, cardboard and paper-plastic combinations. Some of these competitors
-22-
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" above 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 the high
cost of vertical integration which is necessary to operate competitively,
the significant number of patents which already have been issued in respect
of various processes and equipment, and the difficulties and expense of
developing an adequate distribution network.
4.9 Environmental Regulation
Intertape Polymer Group'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) and Canadian
(federal and provincial) environmental laws applicable to the Company include
statutes and regulations intended to (i) allocate the cost of investigating,
monitoring and remedying soil and groundwater contamination among
specifically identified parties, (ii) prevent future soil and groundwater
contamination; (iii) impose national ambient standards and, in some cases,
emission standards, for air pollutants which present a risk to public health,
welfare or the natural environment; (iv) govern the handling, management,
treatment, storage and disposal of hazardous wastes and substances; and (v)
regulate the discharge of pollutants into protected waterways.
The Company's use of hazardous substances in its manufacturing processes
and the generation of hazardous wastes not only by the Company, but by prior
occupants of its 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
the Company. In addition, the Company arranges for the off-site disposal of
hazardous substances generated in the ordinary course of its business.
Intertape Polymer Group obtains Phase I or similar environmental site
assessments, and Phase II environmental site assessments, if necessary, for
most of the manufacturing facilities it owns or leases at the time the
Company either acquires or leases such facilities. These assessments typically
include general inspections and may involve 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, these assessments 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 also be
affected in the future by neighboring operations or the conditions of the
land in the vicinity of the Company's properties. These developments and
-23-
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 it to incur significant costs and liabilities that could have a
material adverse effect on the Company.
Except as described below, the Company believes that all of its
facilities are in material compliance with applicable environmental laws
and regulations, and that the Company has obtained, and is in material
compliance with, all material permits required under environmental law. The
Company is currently remediating contamination at its Columbia, South
Carolina plant, and it installed a hydraulic barrier at its now closed St.
Laurent, Quebec plant to prevent off-site migration of contaminated
groundwater. Contamination at the Company's St. Laurent location may have
migrated to the adjacent property. The Company is investigating to
determine what additional action is required. The Company has completed
remediation activities at its Marysville, Michigan facility and has requested
final approval of the remediation from the State of Michigan. In addition,
although certain of the Company's facilities emit toluene and other
pollutants into the air, the emissions are within current permitted
limitations. The Company believes that these emissions from its U.S.
facilities will meet the applicable future federal Maximum Available Control
Technology ("MACT") requirements, although additional testing or modifications
at the facilities may be required. Currently, the Company estimates the cost
of additional testing or modification at the facilities to comply with MACT
requirements will be less than $500,000 through 2005. The Company believes
that the ultimate resolution of these matters should not have a material
adverse effect on its financial condition or results of operations.
Intertape Polymer Group and its operating subsidiaries are required to
maintain numerous environmental permits and governmental approvals for its
operations. Some of the environmental permits and governmental approvals
that have been issued to the Company or its operating subsidiaries contain
conditions and restrictions, including restrictions or limits on emissions
and discharges of pollutants and contaminants, or may have limited terms.
If the Company or any of its operating subsidiaries fails to satisfy these
conditions or to comply with these restrictions, it may become subject to
enforcement action and the operation of the relevant facilities could be
adversely affected. The Company may also be subject to fines, penalties or
additional costs. The Company or its operating subsidiaries may not be able
to renew, maintain or obtain all environmental permits and governmental
approvals required for the continued operation or further development of its
facilities, as a result of which the operation of its facilities may be
limited or suspended.
4.10 Employees
As of December 31, 2004, Intertape Polymer Group 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 166 hourly employees at the Marysville plant are unionized
and subject to a collective bargaining agreement which expires on April
29, 2007. Approximately 172 hourly employees at the Menasha plant are
unionized and subject to a collective bargaining agreement which expires
on July 31, 2008. Approximately 294 employees at the Piedras Negras, Mexico
-24-
facility are unionized and are subject to an agreement dated January 1,
2003, which continues indefinitely and provides for, among other things,
annual salary reviews and bi-annual reviews of terms. Finally, approximately
39 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 it considers its employee relations
to be satisfactory.
Item 5. Cautionary Statements and Risk Factors
5.1 Forward-Looking Statements
This Annual Information Form, including the Management's Discussion &
Analysis incorporated herein by reference, contains certain "forward-looking
statements" 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
above cautionary statements as well as the risk factors set forth below.
The Company undertakes no duty to update its forward-looking statements,
including its earnings outlook.
Although the Company believes that these forward-looking statements are
based on reasonable assumptions, you should be aware that many factors could
affect the Company's actual financial results or results of operations and
could cause actual results to differ materially from those expressed in the
forward-looking statements. These factors include, among other things the
Company's significant indebtedness and ability to incur substantially more
debt; restrictions and limitations contained in the agreements governing its
debt; the Company's substantial leverage and ability to generate sufficient
cash to service its debt; increases in the cost of the Company's principal
raw materials; availability of raw materials; the effects of acquisitions the
Company might make; the timing and market acceptance of the Company's new
products; the Company's ability to achieve anticipated cost savings from its
corporate initiatives; competition in the industry and markets in which the
Company operates; the Company's ability to comply with applicable
environmental laws; potential litigation relating to the Company's
intellectual property rights; the loss of, or deterioration of the Company's
relationship with, any significant customers; changes in operating expenses
or the need for additional capital expenditures; changes in the Company's
strategy; and general economic conditions.
-25-
In light of these risks and uncertainties, there can be no assurance
that the results and events contemplated by the forward-looking statements
contained in this Annual Information Form and in the Management's Discussion
and Analysis will in fact transpire.
The Management's Discussion and Analysis and the Annual Report
incorporated herein by reference contain certain non-GAAP financial measures
as defined under SEC rules, including adjusted net earnings, EBITDA, and
adjusted EBITDA. The Company believes such non-GAAP financial measures improve
the transparency of the Company's disclosure, provide a meaningful
presentation of the Company's results from its core business operations,
excluding the impact of items not related to the Company's ongoing core
business operations, and improve the period-to-period comparability of the
Company's results from its core business operations. As required by SEC rules,
the Company has provided in its Management Discussion and Analysis and Annual
Report reconciliations of those measures to the most directly comparable GAAP
measures.
In addition to the other information contained in this Annual Information
Form, readers should carefully consider the above cautionary statements as
well as the risk factors set forth below.
5.2 Risk Factors
Risks Relating to the Company's Business
________________________________________
o Increases in raw material costs or the unavailability of raw materials
may adversely affect the Company's profitability.
Intertape Polymer Group has historically been able to pass on
significant raw material cost increases through price increases to its
customers. Nevertheless, the Company's results of operations for individual
quarters can and have been negatively impacted by delays between the time of
raw material cost increases and price increases in its products. For
example, during 2004, significant increases in the costs of polypropylene
and natural rubber adversely affected the Company's profitability because
it was unable to pass along all of these price increases to its customers on
a timely basis. The Company had difficulty in increasing its prices to
offset these higher costs due to the failure of competitors to increase prices
and customer resistance to price increases. The Company's profitability in
the future may be adversely affected due to continuing increases in raw
material prices. Additionally, the Company relies on its suppliers for
deliveries of raw materials. If any of its suppliers were unable to deliver
raw materials to the Company for an extended period of time, there is no
assurance that the Company's raw material requirements would be met by other
suppliers on acceptable terms, or at all, which could have a material adverse
effect on the Company's results of operations.
o Acquisitions have been and are expected to continue to be a substantial
part of the Company's growth strategy, which could expose it to
significant business risks.
-26-
An important aspect of Intertape Polymer Group's business strategy is
to make strategic acquisitions that will complement its existing products,
expand its customer base and markets, improve distribution efficiencies and
enhance its technological capabilities. Financial risks from these
acquisitions include the use of the Company's cash resources and incurring
additional debt and liabilities. Further, there are possible operational
risks including difficulties in assimilating and integrating 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.
Although the Company performs due diligence investigations of the
businesses or assets that it acquires, and anticipates continuing to do so
for future acquisitions, there may be liabilities related to the acquired
business or assets that the Company fails to, or is unable to, uncover during
its due diligence investigation and for which the Company, as a successor
owner, may be responsible. When feasible, the Company seeks to minimize the
impact of these types of potential liabilities by obtaining indemnities and
warranties from the seller, which may in some instances be supported by
deferring payment of a portion of the purchase price. However, these
indemnities and warranties, if obtained, may not fully cover the liabilities
because of their limited scope, amount or duration, the financial resources
of the indemnitor or warrantor or other reasons.
o The Company's ability to achieve its growth objectives depends in part
on the timing and market acceptance of its new products.
Intertape Polymer Group's business plan involves the introduction of new
products, which are both developed internally and obtained through
acquisitions. The Company's ability to introduce these products successfully
depends on the demand for the products, as well as their price and quality.
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 which could have an
adverse affect on its operating results.
o The Company's future results may be adversely affected by receiving
fewer savings from its corporate initiatives than expected.
The Company achieved cost reductions of $5.5 million in 2002, $6.0
million in 2003, and $7.6 million in 2004 through a variety of corporate
initiatives. The Company expects to achieve further cost reductions in future
years. There can be no assurance that all of the estimated savings from
these initiatives will be realized. Although the Company currently expects to
achieve its goals, the Company may encounter unanticipated difficulties in
implementing its initiatives.
o The Company faces significant competition.
The markets for Intertape Polymer Group's products are highly competitive.
Competition in its markets is primarily based upon the quality, breadth and
-27-
performance characteristics of its products, customer service and price. The
Company's ability to compete successfully depends upon a variety of factors,
including its ability to maintain high plant efficiencies and operating rates
and low manufacturing costs, as well as its access to quality, low-cost raw
materials.
Some of the Company's competitors outside of North America may, at times,
have lower raw material, energy and labor costs and less restrictive
environmental and governmental regulations to comply with than the Company
does. Other competitors may be larger in size or scope than is the Company,
which may allow them to achieve greater economies of scale on a global basis
or allow them to better withstand periods of declining prices and adverse
operating conditions.
In addition, there has been an increasing trend among the Company's
customers towards consolidation. With fewer customers in the market for its
products, the strength of the Company's negotiating position with these
customers could be weakened, which could have an adverse effect on its pricing,
margins and profitability.
o Intertape Polymer Group faces risks related to its international
operations.
The Company has customers and operations located outside the United
States and Canada. In 2004, sales to customers located outside the United
States and Canada represented approximately 7.9% of its sales. The Company's
international operations present it with a number of risks and challenges,
including the effective marketing of the Company's products in other countries;
tariffs and other trade barriers; and different regulatory schemes and
political environments applicable to its operations in these areas, such as
environmental and health and safety compliance.
In addition, the Company's financial statements are reported in U.S.
dollars while a portion of its sales is made in other currencies, primarily
the Canadian dollar and the euro. A portion of the Company's debt is also
denominated in currencies other than the U.S. dollar. As a result,
fluctuations in exchange rates between the U.S. dollar and foreign currencies
can have a negative impact on the Company's reported operating results and
financial condition. Moreover, in some cases, the currency of the Company's
sales does not match the currency in which it incurs costs, which can
negatively affect its profitability. Fluctuations in exchange rates can also
affect the relative competitive position of a particular facility where the
facility faces competition from non-local producers, as well as the Company's
ability to successfully market its products in export markets.
o The Company's operations are subject to comprehensive environmental
regulation and involve expenditures which may be material in relation
to its operating cash flow.
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) and Canadian (Federal and
provincial) environmental laws applicable to the Company include statutes and
regulations intended to allocate the cost of investigating, monitoring and
remedying soil and groundwater contamination among specifically identified
parties, as well as to prevent future soil and groundwater contamination;
-28-
imposing national ambient standards and, in some cases, emission standards,
for air pollutants which present a risk to public health, welfare or the
natural environment; governing the handling, management, treatment, storage
and disposal of hazardous wastes and substances; and regulating the discharge
of pollutants into protected waterways.
The Company's use of hazardous substances in its manufacturing processes
and the generation of hazardous wastes not only by the Company, but by prior
occupants of its 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.
The Company obtains Phase I or similar environmental site assessments,
and Phase II environmental site 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 and may involve 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 it. Nevertheless, these assessments 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 also be
affected in the future by neighboring operations or the conditions of the
land in the vicinity of its 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 its operations, may cause the Company to incur
significant costs and liabilities that could have a material adverse effect
on it.
Except as described below, the Company believes that all of its
facilities are in material compliance with applicable environmental laws
and regulations and that it has obtained, and is in material compliance with,
all material permits required under environmental laws. The Company is
currently remediating contamination at its Columbia, South Carolina plant,
and it installed a hydraulic barrier at its now closed St. Laurent, Quebec
plant to prevent off-site migration of contaminated groundwater. Contamination
at the Company's St. Laurent location may have migrated to the adjacent
property. The Company is investigating to determine what additional action
is required. The Company has completed remediation activities at its
Marysville, Michigan facility and has requested final approval of the
remediation from the State of Michigan. In addition, although certain of
the Company's facilities emit toluene and other pollutants into the air,
these emissions are within current permitted limitations. The Company
believes that these emissions from its U.S. facilities will meet the
applicable future federal Maximum Available Control Technology ("MACT")
requirements, although additional testing or modifications at the facilities
may be required. Currently, the Company estimates the cost of additional
testing or modification at the facilities to comply with MACT requirements
-29-
will be less than $500,000 through 2005. The Company believes that the
ultimate resolution of these matters should not have a material adverse
effect on its financial condition or results of operations.
The Company's facilities are required to maintain numerous environmental
permits and governmental approvals for its operations. Some of the
environmental permits and governmental approvals that have been issued to the
Company or to its facilities contain conditions and restrictions, including
restrictions or limits on emissions and discharges of pollutants and
contaminants, or may have limited terms. If the Company fails to satisfy
these conditions or to comply with these restrictions, it may become subject
to enforcement actions and the operation of the relevant facilities could
be adversely affected. The Company may also be subject to fines, penalties
or additional costs. The Company may not be able to renew, maintain or
obtain all environmental permits and governmental approvals required for
the continued operation or further development of the facilities, as a
result of which the operation of the facilities may be limited or suspended.
o The Company may become involved in litigation relating to its
intellectual property rights, which could have an adverse impact on its
business.
Intertape Polymer Group relies on patent protection, as well as a
combination of copyright, trade secret and trademark laws, nondisclosure and
confidentiality agreements and other contractual restrictions to protect its
proprietary technology. Litigation may be necessary to enforce these rights,
which could result in substantial costs to the Company and a substantial
diversion of management attention. If the Company does not adequately protect
its intellectual property, its competitors or other parties could use the
intellectual property that the Company has developed to enhance their products
or make products similar to the Company's and compete more efficiently with
it, which could result in a decrease in the Company's market share.
While the Company has attempted to ensure that its products and the
operations of its business do not infringe other parties' patents and
proprietary rights, its competitors or other parties may assert that the
Company's products and operations may be covered by patents held by them.
In addition, because patent applications can take many years to issue, there
may be applications now pending of which the Company is unaware, which may
later result in issued patents which the Company's products may infringe. If
any of the Company's products infringe a valid patent, it could be prevented
from selling them unless the Company can obtain a license or redesign the
products to avoid infringement. A license may not always be available or may
require the Company to pay substantial royalties. The Company may not be
successful in any attempt to redesign any of its products to avoid any
infringement. Infringement or other intellectual property claims, regardless
of merit or ultimate outcome, can be expensive and time-consuming and can
divert management's attention from the Company's core business.
Risks Relating to the Company's Indebtedness
____________________________________________
o The Company's substantial debt could adversely affect its financial
condition and prevent it from fulfilling its obligations under its Senior
Secured Credit Facility or Senior Subordinated Notes.
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The Company has a significant amount of indebtedness. As of December
31, 2004, the Company had outstanding debt of approximately $334,127,000,
which represented 45.2% of its total capitalization. Of such total debt,
approximately $199.5 million, or all of the Company's outstanding senior debt,
was secured. Furthermore, an additional $71.2 million (net of $3.8 million
in outstanding letters of credit) in loans available under the Company's
Senior Credit Facility, subject to certain restrictive covenants, also would
be secured, if drawn upon.
The Company's substantial indebtedness could adversely affect its
financial condition and make it more difficult for the Company to satisfy
its obligations with respect to the Senior Subordinated Notes, as well as its
obligations under its new Senior Secured Credit Facility. The Company's
substantial indebtedness could also increase its vulnerability to adverse
general economic and industry conditions; require the Company to dedicate a
substantial portion of its cash flows from operations to payments on its
indebtedness, thereby reducing the availability of the Company's cash flows
to fund working capital, capital expenditures, research and development
efforts and other general corporate purposes; limit the Company's flexibility
in planning for, or reacting to, changes in its business and the industry
in which it operates; place the Company at a competitive disadvantage compared
to its competitors that have less debt; and limit the Company's ability to
borrow additional funds on terms that are satisfactory to it or at all.
o Despite the Company's level of indebtedness, it will be able to incur
substantially more debt. Incurring such debt could further exacerbate
the risks to the Company's financial condition described above.
The Company will be able to incur significant additional indebtedness in
the future. Although the indenture governing the Senior Subordinated Notes
and the credit agreement governing the Senior Secured Credit Facility each
contain restrictions on the incurrence of additional indebtedness, these
restrictions are subject to a number of qualifications and exceptions and the
indebtedness incurred in compliance with these restrictions could be
substantial. The restrictions also do not prevent the Company from incurring
obligations that do not constitute indebtedness. To the extent new debt is
added to the Company's currently anticipated debt levels, the substantial
leverage risks described above would increase.
o The Company's Senior Subordinated Notes and Senior Secured Credit
Facility contain covenants that limit its flexibility and prevents the
Company from taking certain actions.
The indenture governing the Company's Senior Subordinated Notes and the
credit agreement governing the Company's Senior Secured Credit Facility
include a number of significant restrictive covenants. These covenants could
adversely limit the Company's ability to plan for or react to market
conditions, meet its capital needs and execute its business strategy. These
covenants, among other things, limit the Company's ability and the ability
of its restricted subsidiaries to incur additional debt; pay dividends and
make other restricted payments; create or permit certain liens; issue or
sell capital stock of restricted subsidiaries; use the proceeds from sales
of assets; make certain investments; create or permit restrictions on the
ability of the guarantors to pay dividends or to make other distributions to
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the Company; enter into certain types of transactions with affiliates;
engage in unrelated businesses; enter into sale and leaseback transactions;
and consolidate or merge or sell the Company's assets substantially as an
entirety.
The Company's Senior Secured Credit Facility includes other and more
restrictive covenants and prohibits the Company from prepaying its other
debt, including the Senior Subordinated Notes, while borrowings under the
Company's Senior Secured Credit Facility are outstanding. The Company's
Senior Secured Credit Facility also requires it to maintain certain financial
ratios and meet other financial tests. The Company's failure to comply with
these covenants could result in an event of default, which, if not cured or
waived, could result in the Company being required to repay these borrowings
before their scheduled due date. If the Company were unable to make this
repayment or otherwise refinance these borrowings, the lenders under the
Senior Secured Credit Facility could elect to declare all amounts borrowed
under the Company's Senior Secured Credit Facility, together with accrued
interest, to be due and payable, which, in some instances, would be an event
of default under the indenture governing the Senior Subordinated Notes. In
addition, these lenders could foreclose on the Company's assets. If the Company
was unable to refinance these borrowings on favorable terms, the Company's
results of operations and financial condition could be adversely impacted by
increased costs and less favorable terms, including interest rates and
covenants. Any future refinancing of the Company's Senior Secured Credit
Facility is likely to contain similar restrictive covenants and financial
tests.
o The Company may not be able to generate sufficient cash flow to meet
its debt service obligations.
The Company's ability to generate sufficient cash flows from operations
to make scheduled payments on its debt obligations will depend on its future
financial performance, which will be affected by a range of economic,
competitive, regulatory, legislative and business factors, many of which are
outside of the Company's control. If the Company does not generate sufficient
cash flows from operations to satisfy its debt obligations, the Company may
have to undertake alternative financing plans, such as refinancing or
restructuring its debt, selling assets, reducing or delaying capital
investments or seeking to raise additional capital. The Company cannot assure
that any refinancing would be possible or that any assets could be sold on
acceptable terms or otherwise. The Company's inability to generate sufficient
cash flows to satisfy its debt obligations, or to refinance its obligations
on commercially reasonable terms, would have an adverse effect on the
Company's business, financial condition and results of operations. In
addition, any refinancing of the Company's debt could be at higher interest
rates and may require the Company to comply with more onerous covenants,
which could further restrict its business operations.
o Because Intertape Polymer Group is a Canadian company, it may be
difficult to enforce rights under U.S. bankruptcy laws.
Intertape Polymer Group and certain of its subsidiaries are incorporated
under the laws of Canada and a substantial amount of its assets are located
outside of the United States. Under bankruptcy laws in the United States,
courts typically assert jurisdiction over a debtor's property, wherever
located, including property situated in other countries. However, courts
-32-
outside of the United States may not recognize the United States bankruptcy
court's jurisdiction over property located outside of the territorial
limits of the United States. Accordingly, difficulties may arise in
administering a United States bankruptcy case involving a Canadian debtor
with property located outside of the United States, and any orders or
judgments of a bankruptcy court in the United States may not be enforceable
outside the territorial limits of the United States.
o It may be difficult for investors to enforce civil liabilities against
Intertape Polymer Group under U.S. federal and state securities laws.
Intertape Polymer Group and certain of its subsidiaries are incorporated
under the laws of Canada. Certain of their directors and executive officers
are residents of Canada and a portion of their assets are located outside
of the United States. In addition, certain subsidiaries are located in other
foreign jurisdictions. As a result, it may be difficult or impossible for
U.S. investors to effect service of process within the United States upon
Intertape Polymer Group, its Canadian subsidiaries, or its other foreign
subsidiaries, or those directors and officers or to realize against them upon
judgments of courts of the United States predicated upon the civil liability
provisions of U.S. federal securities laws or securities or blue sky laws
of any state within the United States. The Company believes that a judgment
of a U.S. court predicated solely upon the civil liability provisions of
the Securities Act and/or the Exchange Act would likely be enforceable in
Canada if the U.S. court in which the judgment was obtained had a basis for
jurisdiction in the matter that was recognized by a Canadian court for such
purposes. The Company cannot assure that this will be the case. There is
substantial doubt whether an action could be brought in Canada in the first
instance on the basis of liability predicated solely upon such laws.
o Anti-takeover provisions in the Company's Shareholder Protection Rights
Plan may prevent an acquisition.
Intertape Polymer Group has a Shareholder Protection Rights Plan (the
"Plan") which will remain in effect through the date immediately following
the date of the Company's 2006 annual shareholders' meeting, unless
otherwise extended. The effect of the Plan is to 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.
o 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;
-33-
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.
Item 6. 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. For details regarding the covenants
of our lenders and noteholders please refer to the Registration Statement
filed on www.sedar.com in Canada and www.sec.gov in the U.S. on October 26,
2004 as Registration No. 333-119982, as amended.
Item 7. General Description of Capital Structure
7.1 General Description of Capital Structure
Intertape Polymer Group has authorized an unlimited number of voting
common shares without par value. The Company also has authorized an
unlimited number of non-voting Class A preferred shares issuable in a series,
ranking in priority to the common shares with respect to dividends and
return of capital on dissolution. The Board of Directors is authorized to
fix, before issuance, the designation, rights, privileges, restrictions and
conditions attached to the shares of each series of Class A preferred shares.
As of December 31, 2004, there were 41,236,961 issued and outstanding common
shares and no issued and outstanding preferred shares of the Company.
7.2 Ratings
Intertape Polymer US Inc., a finance subsidiary of Intertape Polymer
Group, has issued in the aggregate $125 million Senior Subordinate Notes
that bear interest at 8-1/2% per annum and will mature August 1, 2014.
Moody Investor Service, Inc. ("Moody") last rated the Senior Subordinate
Notes on July 7, 2004 and at that time rated them B3 (stable). Standard &
Poor's ("S&P") last rated the Senior Subordinated Notes on July 2, 2004 and
rated them B-.
The credit ratings provided by S&P and Moody's (collectively "Rating
Agencies") are not recommendations to buy, hold or sell the securities, as
such ratings do not comment on the market price or suitability for a
-34-
particular investor. There is no assurance that any rating will remain in
effect for any given period of time or that any rating will not be revised
or withdrawn entirely by a Rating Agency in the future if in its judgment
circumstances so warrant.
Credit ratings are intended to provide investors with an independent
measure of credit quality of an issue of securities. Ratings for debt
instruments are presented in ranges by each of the Rating Agencies. The
highest quality of securities are rated AAA, in the case of S&P and Aaa, in
the case of Moody's. The lowest quality of securities are rated D, in the
case of S&P and C, in the case of Moody's.
Pursuant to Moody's rating system, notes which are rated B are
considered speculative and are subject to a high credit risk. Moody
appends numerical modifiers from 1 to 3 on its long-term debt ratings which
indicate where the obligation ranks in its rating category, with 1 being
the highest. Moody's outlook is its assessment regarding the likely direction
of the ratings over the medium term, 18 to 36 months.
According to the S&P rating system, issuers of debt securities rated B
are judged to have the current capacity to meet their financial commitment
but adverse business, financial or economic conditions will likely impair
the issuer's capacity to meet its financial obligations. S&P also uses the
plus or minus sign to show relative standing within the major rating
categories. The issue rating definitions are expressed in terms of default
risk, thus subordinated debt is typically rated lower than senior debt and
the rating of subordinated debt may not conform exactly with the category
definition.
Item 8. Market for Securities
8.1 Trading Price and Volume on the Toronto Stock Exchange
The Company's common shares are traded on the Toronto Stock Exchange
under the symbol "ITP". Set forth below is the price range and volume
traded on the Toronto Stock Exchange for each month of 2004.
Month Price Range Volume Traded
_____ ___________ _____________
January CDN $13.65-17.00 61,466
February $13.68-16.15 177,890
March $12.00-14.88 117,695
April $10.21-14.72 64,761
May $ 8.67-10.67 128,970
June $ 9.08-10.39 74,945
July $10.00-12.35 62,728
August $10.20-11.60 111,380
September $ 8.59-10.74 39,280
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October $ 9.00-10.47 51,275
November $ 8.86-10.39 56,213
December $ 9.05-11.10 68,428
8.2 Trading Price and Volume on the New York Stock Exchange
The Company's common shares are also traded on the New York
Stock Exchange under the symbol "ITP". The 2004 monthly price range and
volume traded on the New York Stock Exchange is as follows:
Month Price Range Volume Traded
_____ ___________ _____________
January US $10.44-13.34 79,115
February $10.42-12.30 84,252
March $ 9.02-10.99 46,965
April $ 7.49-10.79 66,966
May $ 6.30-7.69 29,170
June $ 6.68-7.69 83,752
July $ 7.53-9.30 50,809
August $ 7.76-8.44 43,163
September $ 6.75-8.29 89,542
October $ 7.34-8.22 28,185
November $ 7.28-8.65 44,900
December $ 7.40-9.15 41,572
Item 9. Escrowed Securities
Number of Securities Percentage of Class
Designation of Class Held in Escrow as of 12/31/04
____________________ ____________________ ___________________
Common 250,587 0.607%
The escrow agent is SunTrust Bank, Corporate Trust Services Division,
Atlanta, Georgia. The shares were placed into escrow pursuant to the terms
of an Escrow Agreement dated September 25, 2000, entered into in connection
with the Company's acquisition of the assets of Olympian Tape Sales Inc. The
shares are to be released upon the settlement of certain claims arising out
of the transaction and the agreement of the parties thereto.
Item 10. 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
36-
nominated for re-election at the following annual shareholders' meeting.
The next annual shareholders' meeting is to be held on May 25, 2005, at which
time the current term of each Director will expire. It is contemplated that
each Director will be nominated for election at the upcoming annual meeting.
Name and Position and Occupation First Year as
City 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, a distributor
of oil, gasoline and propane; Chairman
& CEO, First Piedmont Corporation, a
waste hauling business 1994
L. Robbie Shaw Director
Halifax, Nova Scotia Former Vice President, Nova Scotia
Community College, to which he
currently acts as a consultant 1994
Gordon R. Cunningham Director
Toronto, Ontario President, Cumberland Asset Management
Corp., a discretionary investment
management firm 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
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The following table sets forth the name, residence and position of each
executive officer of the Company as of the date hereof, as well as the date upon
which each executive officer was first elected:
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 and Secretary
Sarasota, Florida 1995
Burgess H. Hildreth
Sarasota, Florida Vice President, Human Resources 1998
James A. Jackson
Sarasota, Florida Vice President, Chief Information Officer 1998
H. Dale McSween
Sarasota, Florida Executive Vice President, Operations 1999
Gregory A. Yull
Sarasota, Florida President, Distribution Products 1999
Jim Bob Carpenter
Sarasota, Florida Executive Vice President, Global Sourcing 1999
Duncan R. Yull Executive Vice President, Strategic
Sarasota, Florida Planning & International Business 1999
Piero Greco
Laval, Quebec Treasurer 2002
Victor DiTommaso, CPA
Sarasota, Florida Vice President, Finance 2003
Mark J. Dougherty President, Consumer Products 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 and Secretary since
May 1995. He was Vice President Administration from May 1995 through January
2005. 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.
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Burgess H. Hildreth has been Vice President, Human Resources, since
October, 1998. Prior to that he had been 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 had been the Managing Partner of
Spectrum Information Management Systems since 1996.
H. Dale McSween was appointed Executive Vice President, Operations in
January, 2005. Prior to that he served as President, Distribution Products,
since December, 1999 and as Executive Vice-President and Chief Operating
Officer from May 1995.
Gregory A. Yull, a son of Melbourne F. Yull, was appointed President,
Distribution Products, in January, 2005. He served as President, Film
Products, since June, 1999. Prior to that he was Products Manager - Films
since 1995.
Jim Bob Carpenter was appointed Executive Vice President, Global Sourcing
in January, 2005. Prior to that he served as the President, Woven Products,
Procurement, since May 1, 1999 and prior to that, he was the General Manager
of Polypropylene Fina Oil & Chemical Co.
Duncan R. Yull, a son of Melbourne F. Yull, was appointed Executive Vice
President, Strategic Planning and International Business in January, 2005.
He was 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
appointed Treasurer on October 21, 2002. Prior to that he had served as the
Treasury Manager for Bombardier Inc. since October, 1997.
Victor DiTommaso was appointed Vice President, Finance on April 24, 2003.
Prior to that he had served as the Senior Vice President of Information
Technology of Walls Industries, Inc. since July, 2000, and Senior Vice
President of Finance since July, 1998.
Mark J. "Doc" Dougherty was appointed President, Consumer Products in
January, 2005. He served as President, Retail since 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 March 26, 2005, the directors and executive officers of the
Company as a group owned beneficially, directly or indirectly, or exercised
control or direction over, 840,982 common shares, representing approximately
2% of all common shares outstanding. In addition, the directors and executive
officers as a group have 3,070,437 options to purchase common shares of the
Company.
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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. However, the Company believes 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.
Item 11. Legal Proceedings
The Company is not currently party to any proceedings or legal claim,
nor does it have any knowledge of any potential proceeding or legal claim,
that involves or would involve a claim for damages that exceeds ten percent
of the current assets of the Company. While the Company or its subsidiaries
are parties to various legal actions, the Company is of the view that such
actions are ordinary in nature and incidental to the operation of its
business and that the outcome of these actions are not likely to have a
material adverse effect upon the Company.
Item 12. Interest of Management and Others in Material Transactions
The Company is unaware of any material interest of any of its directors
or officers or of any person who beneficially owns or exercises control or
direction over shares carrying more than ten percent of the voting rights
attached to the Company's shares, or any associate or affiliate of any such
person, in any transaction since the beginning of the last completed
financial year or in any proposed transactions that has materially affected
or will materially affect the Company or any of its affiliates.
The Company made prior to July 31, 2002 interest-free loans payable on
demand by the Company to certain of its directors and officers. The
balances of such loans as of December 31, 2004, are set forth in the table
below:
Name and Principal Position Loan Balance as of 12/31/2004
___________________________ _____________________________
M. F. Yull
Chairman of the Board, Chief Executive
Officer and a Director US$560,683.00
G. A. Yull
President - Film Products US$125,000.00
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A. M. Archibald
Chief Financial Officer, Secretary,
Vice President Administration US$132,859.00
D. R. Yull
Vice President Sales & Marketing -
Distribution Products US$ 59,730.00
H. D. McSween
President - Distribution Products US$ 25,785.00
J. Jackson
Vice President, Chief Information Officer US$ 10,000.00
Item 13. Transfer Agents and Registrars
Set forth below are the Company's transfer agents and registrars with
respect to its common shares, who also maintain the registers of the transfers
of the stock of the Company:
In Canada:
CIBC Mellon Trust Company
2001 University Street, 16th Floor
Montreal, Quebec, Canada H3A 4L8
In the U.S.:
Mellon Investor Services L.L.C.
85 Challenger Road, 2nd Floor
Ridgefield Park, New Jersey
U.S.A. 07660
Wilmington Trust Company, Corporate Capital Markets, 1100 North Market
Street, Wilmington, DE 19890-1626, is the Trustee under the Indenture with
respect to the Company's registered 8-1/2% Senior Subordinated Notes due 2014.
Item 14. Material Contracts
Since January 1, 2002, Intertape Polymer Group directly or through its
subsidiaries has entered into the following material contracts:
o an Amended and Restated Shareholder Protection Rights Plan Agreement
adopted by the shareholders of the Company on June 11, 2003, amending and
restating the Shareholder Protection Rights Plan originally entered into on
August 24, 1993, as first amended on May 21, 1998. The 2003 Amended and
Restated Plan, 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 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
-41-
over the then current market price of the Company's common shares. A copy of
the Amended and Restated Shareholder Protection Rights Plan Agreement is
attached hereto as Exhibit "B".
o a new employment agreement with Melbourne F. Yull dated January 1, 2004.
Pursuant to the terms of the employment agreement, Mr. Yull continues to
serve as Chairman of the Board and Chief Executive Officer of Intertape
Polymer Group. His compensation level is reviewed annually by the Company in
accordance with its internal policies. Mr. Yull's fixed annual gross salary
for 2004 was $508,832.00. The employment agreement provides, among other
things, for annual bonuses based on the budgeted objectives of the Company.
o an Amended Executive Stock Option Plan as amended and consolidated to
June 2, 2004. The Plan was established by Intertape Polymer Group in 1992 and
has been amended from time to time. The Plan is administered by the Board of
Directors. The shares offered under the Plan are common shares of the Company.
The purpose of the Plan is to promote a proprietary interest in the
Company among the executives, the key employees and the non-management
directors of the Company and its subsidiaries, in order to both encourage
such persons to further the development of the Company and to assist the
Company in attracting and retaining key personnel necessary for the Company's
long term success. The Board of Directors designates from time to time from
the eligible executives those executives to whom options are to be granted and
determines the number of shares covered by such options. Generally,
participation in the Plan is limited to persons holding positions that can
have an impact on the Company's long-term results.
The number of common shares to which the options relate are determined
by taking into account, among other things, the market price of the common
shares and each optionee's base salary. The exercise price payable for each
common share covered by an option is determined by the Board of Directors but
will not be less than the market value of the underlying common shares on the
day preceding the effective date of the grant. The Plan provides that options
issued thereunder shall vest 25% per year over four years. Currently the
maximum number of common shares that may be issued under the Plan is 4,094,538.
A copy of the Plan is attached hereto as Exhibit "C".
o a Credit Agreement dated as of July 28, 2004, among the Company and
certain of its subsidiaries, the Lenders referred to therein, Citigroup Global
Markets Inc., as Sole Lead Arranger and Sole Bookrunner, Citicorp North
America, Inc., as Administrative Agent, The Toronto-Dominion Bank, as
Syndication Agent, and Comerica Bank and HSBC Bank USA, National Association,
as Co-Documentation Agents. The Credit Agreement represents the new Senior
Secured Credit Facility entered into by the Company and its subsidiaries.
The initial funding under the new Senior Secured Credit Facility occurred on
August 4, 2004. The Company's new Senior Secured Credit Facility consists of
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a US$200.0 million seven-year delayed draw Term B facility to be made
available in U.S. Dollars; a US$65.0 million five-year revolving credit
facility to be made available in U.S. Dollars; and a US$10.0 million five-year
revolving credit facility to be made available in Canadian Dollars. The
Company and substantially all of its subsidiaries guaranteed the Senior Secured
Credit Facility. Further, the Senior Secured Credit Facility is secured by a
first priority perfected security interest in substantially all tangible and
intangible assets of the Company and its subsidiaries.
o a Purchase Agreement, Registration Rights Agreement and Indenture each
dated as of July 28, 2004, in connection with the issuance by Intertape
Polymer US Inc., a finance subsidiary of Intertape Polymer Group, of the
aggregate principal amount of US$125.0 million of 8-1/2% Senior Subordinated
Notes due 2014. The Notes were offered to institutional investors and are
guaranteed on a senior subordinated basis by the Company and substantially
all of its subsidiaries. Interest will accrue and be payable on the Notes
semi-annually in arrears on February 1 and August 1. For a copy of the
Purchase Agreement, Registration Rights Agreement, and Indenture, as well as
details of the terms of the Senior Subordinated Notes, see the Registration
Statement filed on October 26, 2004 as Registration No. 333-119982 as amended
on www.sec.gov in the United States.
o a Supply Agreement dated February 2, 2004, among Intertape Polymer Corp.
and Central Products Company, subsidiaries of Intertape Polymer Group, as
buyer, and tesa tape inc., as seller, in connection with the acquisition of
the assets relating to the masking and duct tape operations of tesa tape inc.
The Supply Agreement provides that the Company will manufacture and supply
to tesa tape inc. products previously produced by tesa tape inc. prior to the
acquisition.
A copy of all of the foregoing contracts, except as otherwise noted, are
available on www.sedar.com and on www.sec.gov.
Item 15. Experts
15.1 Name of Experts
The following are the names of each person or company who has prepared
or certified a statement, report or valuation described or included in a
filing, or referred to in a filing made by Intertape Polymer Group during 2004:
Raymond Chabot Grant Thornton LLP; Montreal, Quebec
Stikeman Elliott LLP; Montreal, Quebec
Shutts & Bowen LLP; Orlando, Florida
Stewart, McKelvey, Stirling, Scales; Halifax, Nova Scotia
F. Castelo Branco & Associates; Lisbon, Portugal
Chancery Chambers; Bridgetown, Barbados
Goodrich Riquelme Y Asociados; Mexico City, Mexico
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15.2 Interests of Experts
None of the experts set forth in Item 15.1 above directly or indirectly,
held at the time their statement, report or valuation was prepared; received
after their statement, report or valuation was prepared; or shall receive,
any registered or beneficial interest in any securities or other property of
Intertape Polymer Group or any of its subsidiaries.
Michael L. Richards is a senior partner of the law firm of Stikeman
Elliott LLP and is a Director of the Company. As at December 31, 2004, Mr.
Richards owned 77,000 common shares of the Company and outstanding options
to purchase an additional 36,000 common shares of the Company. J. Gregory
Humphries is a partner of the law firm of Shutts & Bowen LLP and acts as a
Director and officer of certain of the U.S. subsidiaries of the Company. The
Company is of the view that its relationship with Stikeman Elliott LLP and
Shutts & Bowen LLP does not inhibit Mr. Richards' or Mr. Humphries' respective
ability to act impartially, or their ability to act independently of the
views of management. It is anticipated that both gentlemen will be re-elected.
Item 16. Additional Information
Additional information with respect to the Company, including directors'
and officers' remuneration and indebtedness, principal holders of the
Company's securities, and securities authorized for issuance under equity
compensation plans is contained in the Company's information circular for its
most recent annual meeting of security holders that involved the election of
directors. Additional financial information is provided in the Company's
Consolidated Financial Statements and Management's Discussion and Analysis
for the fiscal year ended December 31, 2004. All of this information, as well
as additional information, may be found on the System for Electronic Document
Analysis and Retrieval (SEDAR) at www.sedar.com.
Item 17. Audit Committee
17.1 Audit Committee Charter
The text of the Audit Committee's Charter is attached hereto as Exhibit
"A".
17.2 Composition of the Audit Committee
The members of the Audit Committee of Intertape Polymer Group are Thomas
J. Costello, Gordon R. Cunningham, J. Spencer Lanthier, and L. Robbie Shaw.
Each of the Audit Committee members are independent and financially
literate as such terms are defined by Multilateral Instrument 52-110 - Audit
Committee.
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17.3 Relevant Education and Experience
Mr. Costello earned a Bachelor of Science in Business and an MBA from
Indiana University Kelly School of Business. He was the Chief Executive
Officer of xpedx, a subsidiary of International Paper Company, from 1991
until his retirement in 2002.
Mr. Cunningham earned a Bachelor of Arts and an SJD from the University
of Toronto. He was awarded an honorary LLD from the University of Victoria.
Mr. Cunningham is the President of Cumberland Asset Management Corp., a
discretionary investment management firm. Previously, Mr. Cunningham served
as the President and Chief Executive Officer of London Life Insurance Company,
one of Canada's largest life insurers.
Mr. Lanthier, C.A., currently serves as the member of the board of
directors of several publicly traded corporations. He was the Chairman and
Chief Executive Officer of KPMG Canada and also served as a member of KPMG's
board of directors from 1993 until his retirement in 1999.
Mr. Shaw earned a Bachelor of Arts in Politics and History from Queens
University and an LLB from Dalhousie Law School. Until the acquisition of
Meloche Monnex Inc. by Toronto Dominion Bank last year, Mr. Shaw was the Chair
of its Audit Committee. He has also held several executive positions,
including the Vice President of Finance and Administration of Dalhousie
University and the operating head of the Canadian Business Unit of National
Sea Products. Most recently, Mr. Shaw was the Vice President of the Nova
Scotia Community College and now acts as a consultant to the College.
17.4 Pre-Approval Policies and Procedures
Intertape Polymer Group's Audit Committee pre-approves all audit
engagement fees and the terms of all significant permissible non-audit
services provided by independent auditors.
17.5 External Auditor Service Fees
The following table sets forth the fees billed for professional services
rendered by Raymond Chabot Grant Thornton LLP, Chartered Accountants,
Intertape Polymer Group Inc.'s principal accountant, for the fiscal years
ended December 31, 2004 and December 31, 2003:
Year ended December 31,
2004 2003
___________________________
Audit Fees $1,022,850 $807,772
Audit-Related Fees -0- 5,694
Tax Fees 146,462 80,421
All Other Fees -0- -0-
__________ ________
Total Fees: $1,169,312 $893,887
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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.
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EXHIBIT "A" to AIF
INTERTAPE POLYMER GROUP INC.
AUDIT COMMITTEE CHARTER
______________________________________________________________________________
CHARTER
The Audit Committee of the Board of Directors (the "Board") of Intertape Polymer
Group Inc. (the "Corporation") will be responsible for assisting the Board in
carrying out its duties and responsibilities relating to corporate accounting
policies, financial reporting and procedures, and the quality and integrity of
the financial reports of the Corporation. The external auditors are ultimately
accountable to the Board and the Audit Committee, as representatives of the
shareholders. The Audit Committee, subject to any action that may be taken by
the Board, shall have the ultimate authority and responsibility to select and
nominate for shareholder approval, evaluate and, as deemed appropriate,
recommend to the shareholders the removal of the external auditors. The Audit
Committee shall be responsible for overseeing the independence of the external
auditors.
In discharging its role, the Audit Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Corporation. The Audit Committee shall have
the authority to retain special legal, accounting or other consultants to
advise the Audit Committee for this purpose.
COMMITTEE MEMBERSHIP
The Audit Committee shall consist of no fewer than three directors. The
members of the Audit Committee shall meet the independence and experience
requirements of the Sarbanes-Oxley Act, the New York Stock Exchange, and The
Toronto Stock Exchange.
The members of the Audit Committee shall be appointed annually by the Board
on the recommendation of the Nominating & Governance Committee. Audit
Committee members may be replaced by the Board.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Audit Committee shall have the sole authority to recommend to the
shareholders the appointment or replacement of the external auditors, and
shall approve all audit engagement fees and terms and all significant non-audit
engagements with the external auditors. The Audit Committee shall consult with
management but shall not delegate these responsibilities.
The Audit Committee shall meet as often as it determines, but not less
frequently than quarterly. The Audit Committee may form and delegate authority
to subcommittees when appropriate.
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The Audit Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain special legal, accounting or other consultants to
advise the Committee. The Audit Committee may request any officer or employee
of the Corporation or the Corporation's legal counsel or external auditors to
attend a meeting of the Committee or to meet with any members of, or consultants
to, the Committee. The Audit Committee shall meet with management and the
external auditors in separate executive sessions at least quarterly.
The Audit Committee shall make regular reports to the Board. The Audit
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval. The Audit Committee
shall annually review the Audit Committee's own performance.
The Audit Committee, to the extent it deems necessary or appropriate, shall:
Financial Statement and Disclosure Matters
1. Review and discuss with management and the external auditors the
annual audited financial statements, including disclosures made in management's
discussion and analysis, and recommend to the Board whether the audited
financial statements should be included in the Corporation's Form 40-F and
Annual Report to Shareholders.
2. Review and discuss with management and the external auditors the
Corporation's quarterly financial statements prior to their filing and
publication, including the results of the external auditors' reviews of the
quarterly financial statements.
3. Discuss with management and the external auditors significant
financial reporting issues and judgments made in connection with the preparation
of the Corporation's financial statements, including any significant changes
in the Corporation's selection or application of accounting principles, any
major issues as to the adequacy of the Corporation's internal controls, the
development, selection and disclosure of critical accounting estimates, and
analyses of the effect of alternative assumptions, estimates or GAAP methods
on the Corporation's financial statements.
4. Discuss with management the Corporation's earnings press releases,
including the use of "pro forma" or "adjusted" non-GAAP information, as well
as financial information and earnings guidance provided to analysts and rating
agencies.
5. Discuss with management and the external auditors the effect of
regulatory and accounting initiatives as well as off-balance sheet structures
on the Corporation's financial statements.
6. Discuss with management the Corporation's major financial risk
exposures and the steps management has taken to monitor and control such
exposures, including the Corporation's risk assessment and risk management
policies.
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7. Discuss with the external auditors the matters required to be
discussed by auditing standards relating to the conduct of the audit. In
particular, discuss:
(a) The adoption of, or changes to, the Corporation's significant
auditing and accounting principles and practices as suggested by the external
auditors or management.
(b) The management letter provided by the external auditors and the
Corporation's response to that letter.
(c) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to requested
information, and any significant disagreements with management
Oversight of the Corporation's Relationship with the External Auditors
______________________________________________________________________
8. Review the experience and qualifications of the senior members of
the external auditors' team.
9. Obtain and review a report from the external auditors at least
annually regarding (a) the auditors' internal quality-control procedures, (b)
any material issues raised by the most recent quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental or
professional authorities within the preceding five years respecting one or
more independent audits carried out by the firm, (c) any steps taken to deal
with any such issues, and (d) all relationships between the external auditors
and the Corporation. Evaluate the qualifications, performance and independence
of the external auditors, including considering whether the auditor's quality
controls are adequate and the provision of non-audit services is compatible
with maintaining the auditors' independence, and taking into account the
opinions of management. The Audit Committee shall present its conclusions to
the Board and, if so determined by the Audit Committee, recommend that the
Board take additional action to satisfy itself of the qualifications,
performance and independence of the auditors.
10. Consider whether, in order to assure continuing auditor
independence, it is appropriate to adopt a policy of rotating the lead audit
partner or even the external auditing firm itself on a regular basis.
11. Recommend to the Board policies for the Corporation's hiring of
employees or former employees of the external auditors who were engaged on the
Corporation's account.
12. Determine from the audit team of the external auditors any
professional matters dealt with at the national office level of the external
auditors.
13. Meet with the external auditors prior to the audit to discuss
the planning and staffing of the audit.
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Oversight of the Corporation's Internal Audit Function
______________________________________________________
14. Review and discuss with management and the external auditors the
appropriateness of having a senior internal auditing executive.
15. If a senior internal auditing executive is appointed, review the
significant reports to management prepared by the internal auditing department
and management's responses.
Compliance Oversight Responsibilities
_____________________________________
17. Obtain from the external auditors assurance that Section 10A of
the Securities Exchange Act of 1934 has been complied with.
18. Obtain reports from management, the Corporation's senior internal
auditing executive if one is appointed and the external auditors that the
Corporation and its subsidiary/foreign affiliated entities are in conformity
with applicable legal requirements and the Corporation's Code of Business
Conduct and Ethics. Review reports and disclosures of insider and affiliated
party transactions. Advise the Board with respect to the Corporation's
policies and procedures regarding compliance with applicable laws and
regulations and with the Corporation's Code of Business Conduct and Ethics.
19. Discuss with management and the external auditors any
correspondence with regulators or governmental agencies and any employee
complaints or published reports, which raise material issues regarding the
Corporation's financial statements or accounting policies.
20. Discuss with the Corporation's legal counsel matters that may
have a material impact on the financial statements or the Corporation's
compliance policies.
LIMITATION OF AUDIT COMMITTEE'S ROLE
While the Audit Committee has the responsibilities and powers set forth
herein, it is not the duty of the Committee to prepare the Corporation's
financial statements, to plan or conduct audits of those financial
statements, or to determine that those financial statements are complete and
accurate and in accordance with generally accepted accounting principles in
Canada or any other country. This is the responsibility of the Corporation's
management and the external auditors. Nor is it the duty of the Audit
Committee to conduct investigations, to resolve disagreements, if any, between
management and the external auditors or to assure compliance with applicable
laws and regulations.
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EXHIBIT "B" TO AIF
AMENDED AND RESTATED SHAREHOLDER
PROTECTION RIGHTS PLAN AGREEMENT
-51-
EXHIBIT "C" TO AIF
AMENDED EXECUTIVE STOCK OPTION PLAN
-52-
Exhibit 2
2004 ANNUAL REPORT
-53-
Exhibit 3
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation of our report dated February 28, 2005, on
our audits of the consolidated financial statements of Intertape Polymer
Group Inc. as at December 31, 2004 and 2003 and for each of the years in the
three-year period ended December 31, 2004, which report is included in this
Annual Report on Form 40-F.
Raymond Chabot Grant Thornton LLP
Chartered Accountants
Montreal, Canada
March 31, 2005
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Exhibit 4
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)] 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. 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 annual report based on such evaluation;
and
c. 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; and
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 functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
-55-
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: March 31, 2005
/s/Melbourne F. Yull
Melbourne F. Yull, Chairman of the Board
and Chief Executive Officer
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I, Andrew M. Archibald, C.A., Chief Financial Officer and Secretary 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)] 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. 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 annual report based on such evaluation; and
c. 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; and
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 functions):
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
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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: March 31, 2005
/s/Andrew M. Archibald
Andrew M. Archibald, C.A.,
Chief Financial Officer and Secretary
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Exhibit 5
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
and Secretary, 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: March 31, 2005 /s/Melbourne F. Yull
Melbourne F. Yull, Chairman of the Board
and Chief Executive Officer
Date: March 31, 2005 /s/Andrew M. Archibald
Andrew M. Archibald, C.A.,
Chief Financial Officer and Secretary
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CERTIFIED EXTRACT OF RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
INTERTAPE POLYMER GROUP INC.
ADOPTED ON MARCH 30, 2005
"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 March 31, 2005.
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 March 31, 2005, 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, 2004, 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
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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 and Secretary, 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 March 30, 2005 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 31st day of March, 2005.
/s/Andrew M. Archibald
Andrew M. Archibald, C.A.
Chief Financial Officer and Secretary
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