UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
ANNUAL REPORT PURSUANT TO SECTION 13(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2002
Commission file number: 1-10928
INTERTAPE POLYMER GROUP INC.
(Exact name of Registrant as specified in its charter)
Canada
(Jurisdiction of incorporation or organization)
110E Montee de Liesse, St. Laurent, Quebec H4T 1N4 Canada
(514) 731-0731
(Address and telephone number of Registrant's principal executive offices)
Burgess H. Hildreth, 3647 Cortez Road West, Bradenton, Florida, 34219
941) 727-5788
(Name, address and telephone number of Agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each Exchange on which
registered:
Common Shares, without nominal or New York Stock Exchange
par value The Toronto Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the
Act: -NONE-
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: -NONE-
For annual reports, indicate by check mark the information filed with this form:
X Annual Information Form X Audited Annual Financial Statements
The number of outstanding shares of each of the issuer's classes of capital
stock as of December 31, 2002 is:
33,821,074 Common Shares
-0- Preferred Shares
-1-
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 _______
Undertaking.
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the 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.
Controls and Procedures.
The Registrant maintains disclosure controls and procedures designed to
ensure that information required to be disclosed in the Registrant's filings
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. The principal executive officer
and the principal financial officer of the Registrant, under the supervision
and with the participation of Management, have evaluated the effectiveness of
the Registrant's disclosure controls and procedures within ninety days prior
to the filing of this Form 40-F and have concluded that Registrant's
disclosure controls and procedures are adequate and effective to accomplish
the purpose for which they were designed.
Subsequent to the date of such evaluation, there were no significant
changes in the Registrant's internal controls or any other factors that
could significantly affect Registrant's internal controls. Further, there
were no significant deficiencies or material weaknesses in Registrant's
internal controls requiring corrective actions.
Signature.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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.
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INTERTAPE POLYMER GROUP INC.
(Registrant)
/s/ Andrew M. Archibald
(Signature)
Name: Andrew M. Archibald, C.A.
Title: Chief Financial Officer,
Secretary, Vice President, Administration
Date: May 16, 2003
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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-14 and 15d-14) for the Registrant and have:
a. Designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date")" and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (and persons performing
the equivalent function):
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's ability
to record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
-4-
6. The Registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
By /s/ Melbourne F. Yull
Melbourne F. Yull, Chairman of
the Board and Chief Executive
Officer
Date: May 16, 2003
_______________________________________________________________________________
I, Andrew M. Archibald, Chief Financial Officer, Secretary, and Vice
President, Administration of Intertape Polymer Group Inc., certify that:
1. I have reviewed this annual report on Form 40-F of Intertape Polymer
Group Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a. Designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date")" and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (and persons performing
the equivalent function):
-5-
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's ability
to record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
By: /s/ Andrew M. Archibald
Andrew M. Archibald, Chief Financial
Officer, Secretary, Vice President,
Administration
Date: May 16, 2003
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EXHIBIT INDEX
Exhibit No. Description Page No.
1 Annual Information Form dated May 16, 2003 8
2 Consent of Independent Chartered Accountants 36
3 Certification pursuant to 18 U.S.C. Section 1350,
as enacted pursuant to Section 906 of the
U.S. Sarbanes-Oxley Act of 2002 37
4 2002 Annual Report, including:
Audited Annual Consolidated Financial
Statements (Pg. 22)
Management's Discussion and Analysis for
2002 (Pg. 10)
5 Notice of Annual and Special Meeting of Shareholders
and Management Proxy Circular
6 First Amending Agreement dated as of December 20, 2002,
to Credit Agreement dated as of December 20, 2001
7 Second Amending Agreement dated as of March 14, 2003, to
Credit Agreement dated as of December 20, 2001
8 Amendment No. 1 dated as of December 20, 2002 to
Amended and Restated Note Agreement dated
December 20, 2001 (US$137,000,000 Senior
Secured Notes due March 31, 2008)
9 Amendment No. 2 dated as of March 28, 2003 to Amended
and Restated Note Agreement dated December 20, 2001
(US$137,000,000 Senior Secured Notes due
March 31, 2008)
10 Amendment No. 1 dated as of December 20, 2002, to Amended
and Restated Note Agreement dated December 20, 2001
(US$25,000,000 Senior Secured Notes, Series A, Due 2005;
(US$112,000,000 Senior Secured Notes, Series B, Due 2009)
11 Amendment No. 2 dated as of March 28, 2003, to Amended and
Restated Note Agreement dated December 20, 2001
(US$25,000,000 Senior Secured Notes, Series A,
Due 2005; US$112,000,000 Senior Secured Notes,
Series B, Due 2009)
-7-
EXHIBIT 1
Item 1.
INTERTAPE POLYMER GROUP INC.
ANNUAL INFORMATION FORM
For the Year ended December 31, 2002
Dated: May 16, 2003
-8-
INTERTAPE POLYMER GROUP INC.
ANNUAL INFORMATION FORM
Table of Contents
Page
Item 1. Cover Page 8
Item 2. Corporate Structure 11
2.1 Name and Incorporation 11
2.2 Intercorporate Relationships 11
Item 3. General Development of the Business 12
3.1 Three Year History 12
3.2 Significant Acquisitions and Significant Dispositions 14
3.3 Trends 15
3.4 Cautionary Statements and Risk Factors 15
Item 4. Narrative Description of the Business 19
General 19
Products 20
Sales and Marketing 24
Manufacturing; Quality Control 25
Equipment and Raw Materials 26
Research and Development; New Products 26
Trademarks and Patents 26
Competition 27
Environmental Regulation 27
Employees 28
Description of Property 28
Item 5. Selected Consolidated Financial Information 29
5.1 Annual Information 29
5.2 Dividends 30
Item 6. Management's Discussion and Analysis 30
-9-
Item 7. Market For Securities 30
Item 8. Directors and Officers 31
Item 9. Additional Information 35
-10-
Item 2. Corporate Structure
2.1 Name and Incorporation
The business of Intertape Polymer Group Inc. ("Intertape Polymer Group"
or the "Company") was established by Melbourne F. Yull, Intertape Polymer
Group's Chairman of the Board and Chief Executive Officer, when Intertape
Systems Inc., a predecessor of the Company, established a pressure-sensitive
tape manufacturing facility in Montreal. Intertape Polymer Group was
incorporated under the Canada Business Corporations Act on December 22, 1989
under the name "171695 Canada Inc." On October 8, 1991, the Company filed a
Certificate of Amendment changing its name to "Intertape Polymer Group Inc."
A Certificate of Amalgamation was filed by the Company on August 31, 1993,
and the Company was amalgamated with EBAC Holdings Inc. In February 1992,
Intertape Polymer Group completed an initial public offering of its common
shares at the offering price of $5.035 (US$4.25)(after giving effect to a 2:1
stock split on June 4, 1996). The Company completed a second public offering
of its common shares in Canada and the United States in October 1995, at the
offering price of $9.88 (US$7.30) (after giving effect to a 2:1 stock split
on June 4, 1996). The Company then completed a public offering of 3,000,000
of its common shares in Canada on a "bought deal" basis in March 1999, at the
offering price of $40.25 (US$26.31) per share. In March 2002, the Company
completed a public offering of 5,100,000 of its common shares in Canada on a
"bought deal" basis at the offering price of $15.50 (US$9.71) per share.
The shareholders, at the Company's June 11, 2003 annual and special meeting
will vote 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 is to conform the
Company's general by-laws with amendments to the Canadian Business
Corporations Act enacted since the adoption of the general by-laws and to
simplify the governance of the Company.
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 ("IPI"), is the
principal operating company for the Company's Canadian operations.
Intertape, Inc., a Virginia corporation, formerly known as Intertape Polymer
Corp. ("IPC"), 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, 2002, have been omitted.
-11-
Corporation Place of Percentage of
Incorporation Ownership or Control
Intertape Polymer Group Inc. Canada Parent
Intertape Polymer Inc. Canada 100%
IPG Financial Services Inc. Delaware 100%
IPG Holding Company of Nova Scotia Nova Scotia 100%
IPG Finance LLC Delaware 100%
Intertape Inc. Virginia 100%
Central Products Company Delaware 100%
Intertape Polymer Corp. Delaware 100%
IPG Administrative Services Inc. Delaware 100%
Intertape Woven Products Services
S.A. de Mexico 100%
IPG Holdings LP Delaware 100%
Polymer International Corp. Virginia 100%
IPG (US) Inc. Delaware 100%
IPG (US) Holdings Inc. Delaware 100%
IPG Technologies Inc. Delaware 100%
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. Until
recently, Intertape Polymer Group's business strategy has been 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. Set forth below are the Company's most recent principal
acquisitions, including its last acquisition as of August 31, 2000, when the
Company purchased the assets of Olympian Tape Sales, Inc. d/b/a United Tape
Company, which distributed various packaging products into the retail market.
This acquisition established Intertape Polymer Group in the North American
retail market and accelerated the development of this important channel of
distribution.
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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 $ 32.2(subject
to adjustment) Olympian Tape Sales, Inc. Cumming, Georgia Distribution of
packaging products
Since its last acquisition in 2000, the Company has transitioned from a
period of rapid expansion to a period of operational consolidation and debt
reduction. The Company has focused on implementing improvements aimed both
at realizing the benefits of past acquisitions and optimizing the Company's
efficiency and quality, including the completion of the integration of the
information systems and customer service departments of its previously
acquired companies. In 2001, the Company completed the implementation of its
Regional Distribution Centers ("RDCs"). The streamlined operations of the
five RDCs permitted the Company to close the approximately twenty-five leased
warehouse facilities it was maintaining and consolidate product shipments
through the RDCs. During 2002, the Company continued to monitor the
operations of its RDCs and has re-assessed its overall RDC strategy. As a
result, in its ongoing efforts to attain maximum efficiency, the Company has
recently announced that it will consolidate three RDCs into a new facility in
Danville, Virginia, adjacent to its existing manufacturing operations. This
should result in higher product stock availability culminating in greater
efficiencies and additional cost reductions for the Company.
During 2001, Intertape Polymer Group took various cost reduction
initiatives including reducing support functions and implementing
organizational changes and plant rationalizations. This initiative included
the closure of the Company's Flexible Intermediate Bulk Container (FIBC)
manufacturing plant in Rayne, Louisiana, and expansion of its Mexican
operations.
In its efforts to remain a low cost producer, in 2002 the Company
completed the consolidation of its U.S. based operations for 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. The Company is the second largest producer of FIBCs in North
America and this move reflects the Company's commitment to increase FIBC
production from lower cost sources.
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During 2002, the Company continued its participation in one joint venture,
Fibope Portuguesa-Filmes Biorientados, S.A. ("Fibope"). Fibope produces
shrink films in Portugal for the European market and has doubled its
manufacturing capacity since 1995.
Until 1998, the majority of the Company's growth came from the sale of
internally developed products. The acquisitions in 1998 and thereafter further
increased capacities and internal growth has also continued. The Company's
Utah manufacturing facility, a 115,000 square foot plant, became operational
in June 1998, was expanded in 1999, and was expanded further in 2001.
Consistent with the Company's strategy, this plant is acting not only as a
producer of shrink and stretch films, but also as a distribution center for
all of the Company's products with the goal to increase sales in the western
United States and western Canada.
In December, 2001, Intertape Polymer Group completed the refinancing of
both its bank credit facilities and long-term debt. The Company and its
subsidiaries entered into a Credit Agreement dated December 20, 2001,
providing for revolving credit facilities in the aggregate amount of up to
US$145 million secured by all of the Company's tangible and intangible assets.
Further, the Company entered into Amended and Restated Note Agreements each
dated December 20, 2001, with respect to its US$137.0 million Senior Notes
and US$137.0 million Series A and B Senior Notes, increasing the interest
rates and granting the noteholders a security interest in the tangible and
intangible assets of the Company. During 2001, Intertape Polymer Group
reduced its short-term debt by US$12.9 million and long-term debt by US$9.6
million. During 2002, the Company further reduced its debt under the credit
facilities and long-term notes by US$69.7 million ending the year with a
balance of US$321.3 million. Also in 2002, as a result of the Company's
continued commitment to further debt reductions, its lenders amended the debt
agreements to provide for less restrictive financial covenants. Such
Amendments are attached to Form 40-F as Exhibits 6 through 11, inclusive, to
which this Annual Information Form is attached as Exhibit 1.
Pursuant to the requirements of the Canadian Institute of Chartered
Accountants, which are comparable to the applicable U.S. standards,
Intertape Polymer Group performed a goodwill impairment test as of December
31, 2002, which resulted in a one-time non-cash charge to operating expenses
of $70.0 million. In March, 2003, the bankers and noteholders further
amended the Company's financial covenants to accommodate this impairment and
the Company does not anticipate any impact on continuing operations.
3.2 Significant Acquisitions and Significant Dispositions
While future acquisitions are possible and part of the Company's strategy
for growth, no favorable opportunities presented themselves during 2002, and
thus, no significant acquisitions were made. The Company also did not make
any significant dispositions during 2002.
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3.3 Trends
The Company anticipates that its gross profits and gross margins should
continue to improve during 2003 based on certain factors. First, the Company
intends to proceed with the implementation of additional cost reduction
programs, as well as reaping the financial benefits of those already in place.
One area the Company will address in 2003 is its overcapacity with respect
to water-activated tape products. As a result of a continuing decline in
demand for those products, Intertape Polymer Group will continue to carefully
evaluate its costs and opportunities for savings. Second, the Company
believes it will be able to accommodate increases in sales volume without the
need for additional capital expansion. The Company has already notified its
customers of impending price increases which, combined with other initiatives,
such as sourcing initiatives, formulation changes and waste reduction
programs, should enable Intertape Polymer Group to enhance the difference
between its material costs and selling prices. Lastly, the Company plans to
continue to reduce its debt in 2003.
3.4 Cautionary Statements and Risk Factors
This Annual Information Form, including the Management's Discussion &
Analysis incorporated herein by reference, contains certain "forward-looking
statements" within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended (the "Securities Act") and Section 21E of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act") 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", "expect" and similar expressions are generally
intended to identify forward-looking statements. Such forward-looking
statements, including statements regarding intent, belief or current
expectations of the Company or its management, are not guarantees of future
performance and involve risks and uncertainties. All statements other than
statements of historical fact made in this Annual Information Form or in any
document incorporated herein by reference are forward-looking statements. In
particular, the statements regarding industry prospects and the Company's
future results of operations or financial position are forward-looking
statements. Forward-looking statements reflect the Company's current
expectations and are inherently uncertain. Actual results may differ
materially from those in the forward-looking statements as a result of various
factors, including those factors set forth below and other factors discussed
elsewhere in this Annual Information Form and in the Management's Discussion
& Analysis included in the Company's Annual Report. In addition to the other
information contained in this Annual Information Form, readers should
carefully consider the cautionary statements and risk factors set forth below.
Shortages in raw material decrease sales.
In the past, there have been shortages from time to time in the supply of
certain resins. In the event there are shortages, the Company's sales could
decrease.
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Increases in raw material costs reduces gross margins.
The cost of raw materials began to rise in the third quarter of 2002.
The Company has initiated a number of price increases to offset the increased
costs, however, as a result of continued economic weakness, it has been
difficult and may continue to be difficult, for the Company to pass on these
increases.
Future acquisitions of companies may have an adverse effect on our
business, financial condition and operations.
An important aspect of Intertape Polymer Group's business strategy is to
acquire the assets of companies that will complement our existing products,
expand our marketing area, improve distribution efficiencies, and enhance our
technological capabilities. Financial risks to the Company in connection
with future acquisitions include the use of its cash resources, incurring
additional debt and liabilities, and potentially dilutive issuances of equity
securities. Further, there are possible operational risks including
difficulties assimilating the operations, products, technology, information
systems and personnel of acquired companies; the loss of key personnel of
acquired entities; the entry into markets in which the Company has no or
limited prior experience; and difficulties honoring commitments made to
customers of the acquired companies prior to the acquisition. The failure to
adequately address these risks could adversely affect the Company's business.
The Company's credit facilities and bank indebtedness contain covenants
that under certain circumstances limit Management's discretion in certain
business matters.
The Amended and Restated Note Agreements entered into in December 2001,
as amended, relating to the US$137 million Senior Notes and US$137 million
Series A and B Senior Notes ("Note Agreements") and the Credit Agreement
entered into in December 2001, as amended, relating to the Company's revolving
credit facilities contain financial and operating covenants that limit
Management's discretion in certain business matters which may restrict the
Company's ability to take advantage of potential business opportunities as
they arise. These covenants place restrictions on, among other things, the
Company's ability to incur additional indebtedness, to create liens or other
encumbrances, to make certain payments (including dividends and repurchases of
the Company's common shares), and to sell or otherwise dispose of assets and
merge or consolidate with other entities. The revolving credit facilities
also require the Company to meet certain financial ratios and tests that may
require the Company to take action to reduce its debt or act in a manner
contrary to its business objectives. Failure by the Company to comply with
the obligations in its revolving credit facilities and Note Agreements could
result in an event of default which, if not cured or waived, could permit
acceleration of the Company's indebtedness under the revolving credit
facilities and Note Agreements and could allow the creditors and/or
noteholders thereunder to exercise their security interests, both of which
could have a material adverse effect on the Company.
-16-
New products may fail to attract customers.
Intertape Polymer Group's business plan involves the introduction of new
products, which are both developed internally and obtained through
acquisition. In the event the market does not accept these products or
competitors introduce similar products, the Company's ability to expand its
markets and generate organic growth could be negatively impacted and there
could be an adverse affect on its financial condition and operating results.
The Company may not be able to compete successfully with its larger
competitors.
The larger competitors of Intertape Polymer Group have greater financial
resources with which to overcome what the Company believes to be significant
barriers to entry into the existing packaging market, including the high cost
of vertical integration, the significant number of patents already issued in
respect of various processes and equipment, and the difficulties and cost of
developing an adequate distribution network.
Compliance with environmental regulations could be costly.
Intertape Polymer Group, like others in similar businesses, is subject to
extensive environmental laws and regulations. The Company's policies and
procedures have been designed to comply with these laws and regulations.
Increasingly stringent environmental laws and regulations could necessitate
the Company to make additional expenditures to achieve or maintain compliance.
Achieving and maintaining compliance with present and future environmental
laws and regulations could restrict the Company's ability to modify or expand
its plants or to continue manufacturing. Compliance could also require the
acquisition of additional equipment. Some of Intertape Polymer Group's
plants have a history of industrial use. Soil and groundwater contamination
has occurred at some of the Company's plants. Environmental laws impose
liability on an owner, tenant, or operator of real property for the removal
or remediation of hazardous or toxic substances, even if they were unaware of
or not responsible for the contamination. Further, any company who arranges
for the disposal or treatment of hazardous substances at a disposal facility
may be liable for the costs of remediation of such substances at such
facility whether or not the company owns or operates the facility. In
accordance with environmental laws and regulations, the Company periodically
investigates, remediates, and monitors soil and groundwater contamination at
certain of its plants. Following implementation of recent legislation on
contaminated sites in Quebec, the Company is investigating the contamination
at its St. Laurent plant to determine whether further action is required.
Currently the Company is remediating contamination at its Marysville, Michigan,
and Columbia, South Carolina plants and has installed a hydraulic barrier at
its St. Laurent, Quebec, plant to prevent off-site migration of contaminated
groundwater, however it is not anticipated that the ultimate resolution of
these matters will have a material adverse effect on the Company's business
or results of operations.
-17-
Intertape Polymer Group obtains Phase I or similar environmental
assessments 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 without soil sampling or ground water
analysis. The assessments have not revealed any environmental liability that,
based on current information, the Company believes will have a material
adverse effect on the Company. Nevertheless, the Company's assessment may not
reveal all potential environmental liabilities and current assessments are
not available for all facilities. Consequently, there may be material
environmental liabilities that the Company is not aware of. In addition,
ongoing clean up and containment operations may not be adequate for purposes
of future laws and regulations. The conditions of the Company's properties
could be affected in the future by the conditions of the land or operations
in the vicinity of the properties. These developments and others, such as
increasingly stringent environmental laws and regulations, increasingly strict
enforcement of environmental laws and regulations, or claims for damage to
property or injury to persons resulting from the environmental, health or
safety impact of the Company's operations, may cause the Company to incur
significant costs and liabilities that could have a material adverse effect
on the Company.
Anti-takeover provisions in the Company's Shareholder Protection Rights
Plan may prevent an acquisition.
On August 24, 1993, the shareholders of Intertape Polymer Group approved
a Shareholder Protection Rights Plan (the "Plan"). Under the Plan, one
common share purchase right was issued on September 1, 1993 in respect of
each outstanding common share and became issuable in respect of each common
share issued thereafter. Although the Plan was to have expired on September
1, 1998, on May 21, 1998, the shareholders approved an amendment extending the
term of the Plan to September 1, 2003. The shareholders at their June 11,
2003 meeting, will vote on the adoption of an amended and restated Plan which,
among other things, would extend 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 over the
then current market price.
The Company's exemptions under the Exchange Act as a foreign private
issuer limits the protections and information afforded investors.
Intertape Polymer Group is a foreign private issuer within the meaning
of the rules promulgated under the Exchange Act. As such, it is exempt from
certain provisions applicable to United States companies with securities
registered under the Exchange Act, including: the rules under the Exchange Act
requiring the filing with the Securities and Exchange Commission of quarterly
reports on Form 10-Q or current reports on Form 8-K; the sections of the
Exchange Act regulating the solicitation of proxies, consents or authorizations
in respect of a security registered under the Exchange Act; and the sections
of the Exchange Act requiring insiders to file public reports of their stock
ownership and trading activities and establishing insider liability for profits
realized from any "short-swing" trading transaction (i.e., a purchase and
sale, or sale and purchase, of the issuer's equity securities within a period
of less than six months). Because of these exemptions, purchasers of
Intertape Polymer Group's securities are not afforded the same protections or
information generally available to investors in public companies organized in
the United States. Intertape Polymer Group previously filed its annual
-18-
reports on Form 20-F. Commencing with the year ended December 31, 2000, the
Company files its annual report on Form 40-F. Intertape Polymer Group reports
on Form 6-K with the Commission and publicly releases quarterly financial
reports.
Because Intertape Polymer Group is a Canadian company, it may be difficult
for investors to effect service of process or enforce judgments against us.
Intertape Polymer Group is a Canadian corporation, certain of its officers
and directors, and its auditors are residents of Canada, and a portion of our
assets are located outside of the United States. Accordingly, it may be
difficult for investors to effect service of process within the United States
upon Intertape Polymer Group or such persons, or to enforce against them
judgments obtained in the United States predicated upon the civil liability
provisions of the Securities Act.
Item 4. Narrative Description of the Business
General
Intertape Polymer Group develops, manufactures and sells a variety of
specialized polyolefin plastic packaging products. These products include
INTERTAPE(TM) pressure-sensitive and water-activated tape, EXLFILM(R) shrink
film ("EXLFILM(R)"), STRETCHFLEX(R) stretch wrap ("STRETCHFLEX(R)") and woven
products. Most of the Company's products are derived from resins that are
converted into films and adhesives. Resins also are combined with paper and
converted into a variety of packaging products. Vertical integration, whereby
the Company performs each step in the conversion of polyolefin resins and paper
into its various products, and continuous capital expenditures to increase
manufacturing efficiencies allow the Company to be among the low-cost producers
of each product it manufactures. This vertical integration combined with the
use of high speed production equipment provides competitive advantages to the
Company in flexibility and control of the manufacturing process and in speed
of delivery. Management considers all of its products to be within one
operational segment because all products are made basically from similar
extrusion processes and differ only in the final stages of manufacturing.
The Company expanded its product offering with the 1999 acquisitions of
Spinnaker Electrical Tape Company, a U.S. manufacturer of pressure-sensitive
electrical tapes, and Central Products Company, a U.S. manufacturer of a
natural rubber pressure-sensitive tape. Central Products Company also
manufactured hot melt and acrylic pressure-sensitive tapes, and a line of
water-activated carton sealing tapes, giving the Company what it now believes
to be 75% of the water-activated tape market.
The Company's revenues are derived primarily from sales of its products
in the United States and Canada, with approximately 85% of the Company's 2002
revenues attributable to sales from manufacturing facilities in the United
States. The Company's head office is located in Montreal, Quebec and the
Company maintains approximately 2.6 million square feet of manufacturing
facilities throughout the United States, Canada and Portugal.
-19-
Products
INTERTAPE(TM) Carton Sealing Tape: Pressure-Sensitive and Water-Activated
Tapes
The Company produces a variety of pressure-sensitive plastic film carton
sealing tape, ranging from commodity designed standard tape to tape tailored
to meet customers' unique requirements. The product range encompasses tape
with film thickness from 25 microns to 50 microns and adhesives formulated for
manual as well as automatic applications. Carton sealing tape lends itself
to use in high speed taping machines that replace other closure methods such
as staples, hot melt glues and cold glues. The tape produced by the Company
includes a wide range of customized colored and printed tape, as well as tape
designed for cold temperature applications and label protection.
The Company believes that it is one of the leading manufacturers of
pressure-sensitive carton sealing tape and further believes that it is the
only manufacturer in North America of all three types of adhesives; hot melt,
acrylic, and natural rubber. Carton sealing tape is manufactured and sold
under the INTERTAPE(TM) name to industrial distributors, leading retailers, and
manufactured for sale under private labels. It is produced at the Company's
Danville, St. Laurent, Richmond, and Brighton facilities and is primarily
utilized by end-users for sealing corrugated cartons. Geographic territories
in which the Company markets its products are serviced by sales personnel and
manufacturers' representatives coordinated by regional managers. Distributors
are appointed on a basis designed to achieve market penetration of both
commodity and higher grade products. The Company markets carton sealing tapes,
industrial tapes, equipment, and stretch and shrink films as a "basket of
packaging and specialty products", an approach believed to be unique in the
industry. This broad assortment of products is available from the Company's
five RDCs and offers committed distribution partners opportunities for
increased inventory turns, reduced storage space, and lower transaction costs.
The Company's acquisition in 1993 of the assets of Interpack, a
manufacturer of equipment used to apply pressure-sensitive tapes to seal
corrugated boxes, enabled the Company to further enhance the mix of products
it offered to its customers. The Company introduced a line of machines
designed for the high-speed application of pressure-sensitive carton sealing
tape in January 1994 and continues to enhance and improve its equipment
designs.
The 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.
-20-
INTERTAPE(TM) Masking Tapes: Performance and General Purpose
The Company added masking tapes to its product line in December 1997
through the acquisition of American Tape Co. ("American Tape"), a leading
manufacturer of these products and expanded its position in this product line
with the acquisition of Anchor Continental, Inc. ("Anchor") in September 1998.
Masking tapes are used for a variety of end-use applications which can be
broadly described under two categories: general purpose and performance.
General purpose applications include packaging and bundling, and
residential and commercial paint applications. Performance applications
include use in painting of aircraft, cars, buses and boats, where the
properties of the tape, such as high temperature resistance and clean adhesive
release, are individually designed for the customer's process.
The Company's processing capabilities include solvent and synthetic
rubber, hot melt and acrylic adhesive alternatives. The Company believes
that its unique adhesive systems provide it with a competitive advantage in
this market. The main competitors for the sale of masking tapes include 3M,
Shurtape Technologies, Inc., and Tesa Tape Inc.
INTERTAPE(TM) Reinforced Filament Tape: Performance and General Purpose
In addition to masking tapes, the Company's purchases of American Tape
and Anchor also introduced reinforced filament tapes and tensiled
polypropylene tapes (MOPP) to the Company's product line. Reinforced, general
and specialty products are manufactured at the Company's facilities in
Richmond, Kentucky and Marysville, Michigan. These facilities produce
filament tape using synthetic, natural rubber and hot melt adhesives coated
on a variety of plastic films. The reinforcement is provided by fibreglass
yarns laminated between the adhesive and backing layers. MOPP tapes are made
from highly oriented polypropylene films and complement the reinforced
filament products in several of the unitizing and bundling operations.
Many of these filament tapes are odorless, stainless, and provide clean
removal and are used in bundling, sealing, unitizing, palletizing and
packaging, notably for household appliances. The Company's main competitor
in the industrial filament tape market is 3M, and for commodity filament tapes
the Company's main competitor is Tara Tape.
Acrylic Coating
In 1995, the Company completed a $7.0 million capital expenditure program
for an acrylic coater and ancillary equipment design to apply acrylic based
adhesives to a wide variety of substrates at its Danville, Virginia plant.
These 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, such as mirror backing,
utilize woven products as the base material to which acrylic coating is
applied. In 2000 and 2001, a sixth BOPP extrusion line was commercialized
enabling the Company to be completely self-sufficient in the production of
film for pressure sensitive tapes for acrylic based adhesive tapes.
-21-
INTERTAPE(TM) Duct Tape
The acquisition of Anchor provided the Company a significant capacity in
the duct tape product line. Duct tapes are manufactured at the Columbia,
South Carolina, facility. Approximately 75% of the duct tape volume consists
of polyethylene-coated cloth. Aluminum foil type tape accounts for most of
the non-polyethylene coated product sales of the Company's duct tape products.
The main competitors are Tyco Adhesives and Shurtape Technologies, Inc.
EXLFILM(R) Shrink Wrap
EXLFILM(R) is a specialty plastic film which shrinks under controlled heat
to conform to package shape as compared to other packaging forms that require
unique machinery for different product sizes and shapes. The process provides
versatility because it permits the over-wrapping of a variety of products of
considerably different sizes and dimensions (such as printing and paper
products, packaged foods, cassettes, toys, games and sporting goods, and
hardware and housewares). The Company manufactures EXLFILM(R) at its plant in
Truro, Nova Scotia, and at its Tremonton, Utah facility. The Company believes
that its continued investment in equipment and product development will help
it expand in this market. With the development of cross-linking technology,
the Company has introduced a new line of high performance shrink film,
EXLFILMPLUS(TM), which can be used to satisfy additional end user applications.
The Company's shrink wrap products are sold through a select group of
specialty distributors primarily to manufacturers of packaged goods and
printing and paper products who package their products internally.
In addition, the Company holds a 50% interest in FIBOPE, a manufacturer
of shrink films in Portugal. FIBOPE utilizes similar manufacturing equipment
as is currently operated by the Company in its Truro and Tremonton facilities.
In addition to being served by the Company, the United States and
Canadian markets for polyolefin shrink wrap are currently served by two large
United States manufacturers, Sealed Air and Bemis Company, Inc., and to a
lesser extent by foreign manufacturers.
STRETCHFLEX(R) Stretch Wrap
STRETCHFLEX(R) is a multi-layer plastic film that can be stretched without
application of heat. It is used industrially to wrap pallet loads of various
products to ensure a solid load for shipping. During 1999, the Company
invested in upgrading all of its cast lines to new 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. In 2000, a seventh cast line was installed in the
Danville, Virginia plant, further increasing the Company's production capacity
of stretch films. 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.
-22-
The North American market for such polyolefin stretch wrap is served by
a number of manufacturers, the largest of which are AEP, Tyco, and Linear
Films, Inc.
Industrial Electrical Tapes
As a result of the Company's 1999 acquisition of certain assets of SETco,
which included its Carbondale, Illinois, facility, the Company is now a
manufacturer of specialty electrical and electronic tape. The new
manufacturing capability and technology at the Carbondale, Illinois, facility,
coupled with the Company's high temperature resistant products manufactured
at its Marysville, Michigan, facility is providing the Company access to high
margin markets.
Competing manufacturers of industrial electrical tapes include 3M, and
Permacel.
Finally, the Company's acquisitions have positioned the Company as a
stronger supplier of industrial tape, second only, in the estimation of
management, to 3M in North America, with the additional capability to provide
shrink and stretch wrap, a product line 3M does not offer. The Company's
status as a low-cost, high value added single source supplier to its individual
distributor customer base should, subject to economic factors, lead to sales
growth in the future.
Woven Products
The Company produces a variety of finished products utilizing coated woven
polyolefin fabrics, such as bags and lumber wrap, as well as coated woven
polyolefin fabrics that are sold to other manufacturers which convert these
fabrics into finished products, such as packaging, protective covers, pond
liners, housewrap, recreational products, and temporary structures.
NOVA-THENE(R) ProWrap lumber wrap is a polypropylene fabric which is
extrusion coated and printed to customer specifications. It is used in the
forest products industry to package kiln-dried cut lumber and other wood
products. The Company believes that polypropylene products have certain
advantages over traditional paper-plastic laminate and all polyethylene
products, including superior strength, ease of application, durability, better
appearance and the potential to be recycled.
The Company also manufactures other coated woven polyolefin fabrics that
it supplies to converters which produce finished products for specific
application, such as temporary and permanent shelters, recreational products,
protective covers, pond liners, and flame retardant brattice cloth. In 1999,
the Company developed a new patented woven fabric, NOVA-SHIELD(TM), that meets
the fire retardant specifications required for human occupancy and maintains
the UV specifications for extended outdoor use. This product is used in
applications where PVC was the primary fabric previously used. Further, the
Company entered the metal wrap market with a patent pending wrap, NOVA-WRAP(TM),
for steel and aluminum coils and sheets.
-23-
The Company manufactures NOVA-PAC(TM) sleeves for packaging fiberglass,
cotton, synthetic fibers and other products.
In addition, the Company competes with manufacturers of coated woven
fabrics such as Amoco Fabrics and Fibers Company and Fabrene, Inc., which
sell their products to converters.
FIBCs
The Company produces flexible intermediate bulk containers ("FIBCs").
To remain competitive, Intertape Polymer Group entered into a manufacturing
agreement with the Professional Manufacturing Group in Piedras Negras, Mexico,
an exclusive contract packager of FIBCs for the Company since February 2000.
In 2002, the Company completed the consolidation of its FIBC production in
Mexico. The Company believes this will increase the Company's FIBC production
and should provide the Company with a lower cost alternative to its now closed
Augusta, Georgia, facility, and its Rayne, Louisiana, manufacturing facility
which closed during the second quarter of 2001. In 2002, Intertape Polymer
Group also developed relationships overseas for production of FIBCs, one in
Chennai, India, with Jumbo Bag, and the other in Yantai, China, with FCI. The
consolidation of production and these new relationships should improve profit-
ability by reducing costs while allowing the Company to increase its share of
the market.
During 2001, the Company also launched two new FIBC products, PALLET-
FREE(TM), which has significant cost and performance advantages compared to
traditional corrugated bulk containers which compete in the same bulk product
markets, and NOVA-STAT(TM), a static-dissipative FIBC. The Company believes
that both of these products have provided access to higher margin markets that
require speciality high performance bags and intends to continue to
aggressively market them.
The market for FIBCs is highly competitive and is not dominated by any
single manufacturer.
Sales and Marketing
As of December 31, 2002, the Company maintained a sales force of 106
personnel. The Company participates in industry trade shows and uses trade
advertising as part of its marketing efforts. The Company's overall customer
base is diverse, with no single customer accounting for more than 5% of total
sales. Sales for facilities located in the United States and Canada accounted
for approximately 83% and 17% of total sales, respectively, in 2000, and
approximately 86% and 14% in 2001, and 85% and 15% in 2002. As a result of
the combined effect of a world-wide slowing economy, increasing domestic
capacity in Asia, and a strong US currency in 2001, the Company decided to
withdraw from commodity export markets. Management does not expect that the
Company will achieve more than 10% of its sales outside North America. Export
sales currently represent less than 5% of total sales and are included in
United States or Canadian sales depending on the manufacturing facility from
which the sale originates.
-24-
The Company sales are primarily focused on distribution products and woven
products. Distribution products go to market through a network of paper and
packaging distributors throughout North America. Products sold into this
segment include carton sealing, masking, duct and reinforced tapes, EXLFILM(R)
and STRETCHFLEX(R). In order to enhance sales of its pressure-sensitive carton
sealing tape, the Company also sells carton closing systems, including
automatic and semi-automatic carton sealing equipment. Prior to the
acquisition of Interpack, these products were manufactured by others. The
Company's EXLFILM(R) and STRETCHFLEX(R) products are sold through its existing
industrial distribution base primarily to manufacturers of packaged goods and
printing and paper products which package their products internally. The
industrial electrical tapes are sold to the electronics and electrical
industries.
The Company's woven products group sells its products directly to the
end-users. It offers a line of lumberwrap, valve bags, FIBCs and specialty
fabrics manufactured from plastic resins. The woven products group markets
its products throughout North America.
Manufacturing; Quality Control
The Company's philosophy is, where efficient, to manufacture products
from the lowest cost raw material and add value to such products by vertical
integration. The majority of the Company's products are manufactured through
a process which starts with a variety of polyolefin resins which are extruded
into film for further processing. Wide width biaxially oriented polypropylene
film is extruded in the Company's facilities and this film is then coated in
high-speed equipment with in-house-produced adhesive and cut to various widths
and lengths for carton sealing tape. The same basic process applies for
reinforced filament tape, which also uses polypropylene film and adhesive but
has fiberglass strands inserted between the layers. Specific markets demand
different adhesives and the Company manufactures acrylic solvent based rubber,
"hot melt", aqueous acrylic, solvent acrylic, silicone and water-activated
adhesives to respond to all demands. Masking tapes utilize the same process
with paper as the coating substrate. Duct tapes utilize a similar process
with either polyethylene or aluminum foil type coated cloth.
Intertape Polymer Group is the only North American supplier of all four
technologies of carton sealing tape: hot melt, acrylic, water-activated, and
natural rubber. Further, the Company is the only United States manufacturer
of natural rubber carton sealing tape. This broad family of carton sealing
tapes is further enhanced by the Company's tape application equipment which is
made in the Montreal facility.
The technology for basic film extrusion, essential to the low cost
production of pressure-sensitive tape products, also has been utilized by the
Company to expand its product line into highly technical and sophisticated
films. Extrusion of up to five layers of various resins is done in four of
the Company's plants. These high value added films service the shrink and
stretch wrap markets, both of which have high entry barriers.
The Company maintains at each manufacturing facility a quality control
laboratory and a process control program on a 24-hour basis to monitor the
quality of all packaging and woven products it manufactures. At the end of
2002, four of the Company's plants were certified under the ISO-9002 quality
standards program, and one has been certified under the ISO-9001 quality
standards program.
-25-
Equipment and Raw Materials
The Company purchases mostly custom designed manufacturing equipment,
including extruders, coaters, finishing equipment, looms, printers, bag
manufacturing machines and injection molds, from manufacturers located in the
United States and Western Europe, and participates in the design and upgrading
of such equipment. It is not dependent on any one manufacturer for such
equipment.
Polyolefin resins are a widely produced petrochemical product and are
available from a variety of sources worldwide. The Company purchases raw
materials from a limited number of vendors with whom, over time, it has
developed long-term relationships. The Company believes that such long term
relationships, together with the Company's centralized purchasing operations,
have enhanced the Company's ability to obtain a continuity of supply of raw
materials on competitively favorable purchase terms. Historically,
fluctuations in raw material prices experienced by the Company have been
passed on to its customers over time, however, the continued economic weakness
has made it difficult.
Research and Development; New Products
Prior to 1992, research and development consisted of activities related
to adapting new technologies as they emerged within the various manufacturing
environments. Beginning in 1992, the Company decided to embark upon a program
to develop new manufacturing processes, to enhance product performance and to
develop new products throughout the Company. In 1994, the Company emphasized
developing products for existing markets, and in 1996 established a corporate
research and development group to undertake development of new products.
Research and development expenses in 2000, 2001, and 2002 totaled US$5,109,000,
US$4,182,000, and US$3,169,000, respectively.
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 2003.
Trademarks and Patents
The Company markets its tape products under the trademark INTERTAPE(TM)
and various private labels. The Company's valve or open mouth bags are
marketed under the registered trademark NOVA-PAC(R). Its woven polyolefin
fabrics are sold under the registered trademark NOVA-THENE(R). Its shrink wrap
is sold under the registered trademark EXLFILM(R). Its stretch films are sold
under the registered trademark STRETCHFLEX(R). FIBC's are sold under the
registered trademark CAJUN(R) BAGS. The Company has approximately sixty-nine
-26-
active registered trademarks, principally in the United States and Canada,
including trademarks acquired from American Tape, Anchor, Rexford Paper Company
and Central Products Company. The Company currently has eight pending
trademark applications. The Company does not have, nor does management
believe it important to the Company's business to have, patent protection for
its carton sealing tape products. However, the Company has pursued patents in
select areas where unique products offer a competitive advantage in profitable
markets, primarily in woven products and shrink wrap. The Company currently
has approximately 52 patents and approximately 7 patents pending.
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
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 are currently publicly
available. See "Products" for a discussion of the Company's main competitors.
The Company believes that significant barriers to entry exist in the
packaging market. Management considers the principal barriers to be: (i) the
high cost of vertical integration which is necessary to operate competitively,
(ii) the significant number of patents which already have been issued in
respect of various processes and equipment, and (iii) the difficulties and
expense of developing an adequate distribution network.
Environmental Regulation
The Company manufactures and sells a variety of specialized polyolefin
plastic packaging products for industrial use at its manufacturing plants
throughout North America and through its joint venture in Portugal. The
Company is actively promoting environmental solutions, both in the development
of its products and in its own manufacturing facilities.
Furthermore, the Company's operations are subject to extensive
environmental regulation in each of the countries in which it maintains
facilities. For example, United States Federal and state environmental laws
applicable to the Company include statutes (i) intended to allocate the cost
of remedying contamination among specifically identified parties as well as to
prevent future contamination (the "Comprehensive Environmental Response,
Compensation, and Liability Act"); (ii) imposing national ambient standards
and, in some cases, emission standards, for air pollutants which present a
risk to public health or welfare (the "Federal Clean Air Act"); (iii) governing
the management, treatment, storage and disposal of hazardous wastes (the
"Resource Conservation and Recovery Act"); and (iv) regulating the discharge
of pollutants into protected waterways (the "Clean Water Act of 1972"). The
Company's use in its manufacturing processes of hazardous substances and the
generation of hazardous wastes not only by the Company but by prior occupants
of Company facilities suggest that hazardous substances may be present at or
near certain of the Company's facilities or may come to be located there in
the future. Consequently, the Company is required to monitor closely its
compliance under all the various environmental regulations applicable to it.
In addition, the Company arranges for the off-site disposal of hazardous
substances generated in the ordinary course of its business.
-27-
Except as described below, the Company believes that all of its facilities
are in material compliance with applicable environmental laws and regulations.
Intertape is currently remediating contamination at its Marysville,
Michigan, and Columbia, South Carolina plants, and has installed a hydraulic
barrier at its St. Laurent, Quebec, plant to prevent off-site migration of
contaminated groundwater. Following the implementation of recent legislation
on contaminated sites in Quebec, the Company is investigating the
contamination at its St. Laurent plant to determine whether additional action
is required. In addition, though certain of the Company's facilities emit
toluene and other pollutants, the emissions are within current permitted
limitations. The Company believes that these emissions will meet the Maximum
Available Control Technology requirements, although additional testing or
modifications at the facility may be required.
The Company believes that the ultimate resolution of these matters should
not have a material adverse effect on the Company's business or results of
operations.
Employees
As of December 31, 2002, the Company employed approximately 2700 people,
700 of whom held either sales-related, operating or administrative positions
and 2000 of whom were employed in production. Approximately 65 hourly
employees at the Montreal plant are unionized and are subject to a collective
bargaining agreement which expired in November 2002. Negotiations were
delayed by mutual agreement due to scheduling problems, but have now resumed
and are expected to be successfully concluded in the first half of 2003.
Approximately 80 hourly employees at the Green Bay plant are unionized and are
subject to a collective bargaining agreement which expires on February 28,
2004. Approximately 170 hourly employees at the Marysville plant are unionized
and subject to a collective bargaining agreement which expires on April 29,
2007. Approximately 140 hourly employees at the Menasha plant are unionized
and subject to a collective bargaining agreement which expires on July 31,
2003. Finally, approximately 45 hourly employees at the Carbondale plant are
unionized and subject to a collective bargaining agreement which expires on
March 4, 2006. The Company has never experienced a work stoppage and
considers its employee relations to be satisfactory.
Description of Property
The following table sets forth the principal manufacturing and
distribution facilities owned or leased by the Company as of December 31, 2002:
-28-
Location Use Products Area(sq. ft Title
United States:
Bradenton, Florida Corporate Offices N/A 20,800 Owned
Bolingbrook, Illinois Distribution Tape/Packaging products 90,000 Leased to 3/31/04
Brighton, Colorado Manufacturing Pressure-sensitive carton
sealing tapes 211,000 Leased to 1/1/14
Carbondale, Illinois Manufacturing Pressure-sensitive tapes
electrical/electronic 193,500 Leased for $1 per
acre per year until
2092 with a 99-year
extension option
Cerritos, California Distribution Tape/Packaging products 59,400 Leased to 12/1/2003
Columbia, South Carolina Manufacturing and Carton sealing tape,
Distribution Pressure-sensitive masking
and duct tapes 490,000 Owned
Cumming, Georgia Distribution Packaging products 172,000 Leased to 8/31/05 w/option
to renew to 2010 and
option to purchase
Danville, Virginia Manufacturing and Carton sealing tape,
Distribution STRETCHFLEX(R) and acrylic
coating 281,000 Owned
Denver, Colorado Warehouse Storage for finished goods 100,000 Leased on 6-month basis
Green Bay, Wisconsin Manufacturing and Water-activated adhesive
Distribution tapes 156,000 Owned
Marysville, Michigan Manufacturing High performance masking,
filament tape, and specialty
pressure-sensitive tape 250,000 Owned
Menasha, Wisconsin Manufacturing Water-activated adhesive tapes 195,000 Owned
Ontario, California Warehouse and Leased to 5/31/04
Distribution Packaging products 45,630 w/option to renew
Richmond, Kentucky Manufacturing and Carton sealing, masking
Distribution and reinforced tape 200,000 Owned
Suwanee, Georgia Distribution Tape/Packaging products 109,000 Leased to 3/31/04
Tremonton, Utah Manufacturing and EXLFILM(TM),
Distribution STRETCHFLEX(R) 115,000 Owned
Canada:
Lachine, Quebec Manufacturing Carton sealing equipment 15,000 Leased to 6/30/04
St. Laurent, Quebec Corporate Headquarters N/A 20,000 Leased to 6/30/05
St. Laurent, Quebec Slitting, Warehouse Carton sealing tape 40,000 Leased to 6/30/05
St. Laurent, Quebec Manufacturing and
Distribution Carton sealing tape 25,000 Owned
Truro, Nova Scotia Manufacturing Woven products, EXLFILM(TM) 260,000 Owned
Mexico:
Piedras Negras, Mexico Manufacturing FIBCs 161,026 Leased to 4/30/06
Item 5. Selected Consolidated Financial Information
5.1 Annual Information
The table set forth below provides a summary of the financial data for
the three most recently completed financial years:
-29-
Three-year data
(in accordance with Canadian GAAP)
($ in thousands except
per share amounts) For
the years ended
December 31 2002 2001 2000
US$ CDN$ US$ CDN$ US$ CDN$
Total Revenue $601,575 $944,714 $594,905 $921,448 $653,915 $971,325
Total Net Income/Loss (54,454) (85,517) (12,242) (18,962) 33,422 49,645
Per share:
Basic (1.66) (2.61) (0.43) (0.67) 1.18 1.75
Diluted (1.66) (2.61) (0.43) (0.67) 1.16 1.72
Total Assets 703,344 1,110,510 801,989 1,279,654 845,040 1,273,560
Total Long-term
liabilities 291,494 460,240 380,036 606,385 318,722 480,346
Cash dividends declared
per share N/A N/A N/A N/A .106 .16
A discussion of the factors affecting the comparability of the above data
and changes in accounting policies is contained in the Company's 2002 Annual
Report and is attached to Form 40-F as Exhibit 4, to which this Annual
Information Form is attached as Exhibit 1.
5.2 Dividends
The Company has no written policy for the payment of dividends. So long
as the payment does not result in a violation of the Company's covenants with
its lenders and noteholders, currently there are no known restrictions that
would prevent the Company from paying dividends.
Item 6. Management's Discussion and Analysis
Management's Discussion and Analysis is contained in the Company's 2002
Annual Report, Pages 10 to 19, and is attached to Form 40-F as Exhibit 4, to
which this Annual Information Form is attached as Exhibit 1.
Item 7. Market for Securities
The Company's common shares are currently traded on the New York Stock
Exchange and The Toronto Stock Exchange under the symbol "ITP". The common
shares were listed on The Toronto Stock Exchange on January 6, 1993. The
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Company's common shares were listed on the American Stock Exchange from
February 21, 1992 to August 23, 1999, at which time they were listed on the
New York Stock Exchange. The common shares are not traded on any other
exchanges. Prior to the February 21, 1992 initial public offering of common
shares, there was no public market for such shares.
Item 8. Directors and Officers
The following table sets forth the name, residence, position, and
principal occupations for the last five (5) years of each Director of the
Company as of the date hereof, as well as the date upon which each Director
was first elected. Each Director serves for a term of one year and is elected
at the annual shareholders' meeting. The next annual shareholders' meeting
is to be held on June 11, 2003, at which time the current term of each
Director will expire.
Name of Position and Occupation First Year as
Municipality of Residence Director
Melbourne F. Yull Director, Chairman of the Board
Sarasota, Florida CEO of the Company 1989
Michael L. Richards Director
Westmount, Quebec Attorney, Senior Partner, Stikeman
Elliott LLP 1989
Thomas E. Costello Director
Longboat Key, Florida Former CEO of xpedx , a subsidiary of
International Paper Company from 1991
to 2002 (Since Retired) 2002
Ben J. Davenport, Jr. Director
Chatham, Virginia Chairman & CEO, Chatham Oil Company;
Chairman & CEO, First Piedmont
Corporation 1994
L. Robbie Shaw Director
Halifax, Nova Scotia Vice President, Nova Scotia Community
College 1994
Gordon R. Cunningham Director
Toronto, Ontario President, Cumberland Asset Management
Corp. 1998
J. Spencer Lanthier Director
Toronto, Ontario Former Chairman & CEO, KPMG Canada
from 1993 to 1999 (Since Retired) 2001
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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:
Name and Municipality of Residence Position and Occupation
Andrew M. Archibald, C.A. Chief Financial Officer, Secretary,
Sarasota, Florida Vice President, Administration
Jim Bob Carpenter
Sarasota, Florida President, Woven Products, Procurement
Victor DiTommaso, CPA
Sarasota, Florida Vice President, Finance
Piero Greco
Laval, Quebec Treasurer
Burgess H. Hildreth
Sarasota, Florida Vice President, Human Resources
James A. Jackson
Sarasota, Florida Vice President, Chief Information Officer
H. Dale McSween
Sarasota, Florida President, Distribution Products
Melbourne F. Yull
Sarasota, Florida Chief Executive Officer
Duncan R. Yull
Sarasota, Florida Vice President, Sales, Distribution Products
Gregory A. Yull
Sarasota, Florida President-Film Products
The principal occupations of each executive officer for the last five (5)
years is as follows:
Andrew M. Archibald has been Chief Financial Officer, Secretary, and Vice
President Administration since May 1995. He was Vice President Finance from
May, 1995, to January 15, 1999. Prior thereto he served as Vice-President,
Finance and Secretary of the Company since 1989.
Jim Bob Carpenter has been President, Woven Products, since May 1, 1999.
Prior to that he was the General Manager of Polypropylene Fince Oil &
Chemical Co.
Victor DiTommaso was elected Vice President, Finance on April 24, 2003.
Prior to that he was the Senior Vice President of Information Technology
since July, 2000, and Senior Vice President of Finance since July, 1998, of
Walls Industries, Inc.
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Piero Greco has been with the Company since January 2001 and was elected
Treasurer on October 21, 2002. Prior to that he was Treasury Manager of
Bombardier Inc. since October 1997.
Burgess H. Hildreth has been Vice President, Human Resources, since
October, 1998. Prior to that he was the Vice President Administration of
Anchor Continental, Inc. since June, 1996.
James A. Jackson has been Vice-President, Chief Information Officer,
since September 1, 1998. Prior to that he was the Managing Partner of Spectrum
Information Management Systems since 1996.
H. Dale McSween has been President, Distribution Products, since December,
1999. Prior thereto he served as Executive Vice-President and Chief Operating
Officer from May 1995.
Melbourne F. Yull, established the business and has been the Company's
Chief Executive Officer since 1992.
Duncan R. Yull, a son of Melbourne F. Yull, has been Vice President Sales
Distribution Products, since December, 1999. Prior to that he was a Regional
Sales Manager for the Company until 1997 and was the Director of Sales until
December, 1999.
Gregory A. Yull, a son of Melbourne F. Yull, has been President, Film
Products, since June, 1999. Prior to that he was Products Manager - Films
since 1995.
As of May 15, 2002, the directors and executive officers of the Company
as a group owned beneficially, directly or indirectly, or exercise control
or direction over, 853,569 common shares, representing approximately 9% of
all common shares outstanding. In addition, the directors and executive
officers as a group have 2,258,437 options to purchase common shares of the
Company.
The Board of Directors has established three committees, the Audit
Committee, the Compensation Committee, and the Nominating & Governance
Committee to facilitate the carrying out of its duties and responsibilities
and to meet applicable statutory requirements. The Toronto Stock Exchange
Guidelines for Corporate Governance (the "Guidelines") recommend that the Audit
Committee be made up of outside directors only and that other board committees
should be comprised generally of outside directors, a majority of whom should
be unrelated directors. The Audit Committee complies with the Guidelines as
it is composed of four outside directors, namely L. Robbie Shaw, Gordon R.
Cunningham, Thomas E. Costello, and J. Spencer Lanthier. The Compensation
Committee, as presently constituted, has one related director and three
unrelated directors, namely Michael L. Richards, L. Robbie Shaw, Ben J.
Davenport, Jr., and Gordon R. Cunningham. Mr. Richards is deemed to be a
related director, inasmuch as the law firm of Stikeman Elliott LLP, of which
he is a senior partner, provides legal services to the Company on a regular
basis. The Company believes, however, that its relationship with Stikeman
Elliott LLP does not inhibit Mr. Richards' ability to act impartially, nor his
ability to act independently of the views of the management of the Company.
The Nominating & Governance Committee is composed of all of the members of
the Board, the majority of whom are unrelated directors.
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The following is a summary description of the Committees of the Board of
Directors and their mandates. Additional information regarding the Committees
is contained in Management's Proxy Circular which is attached to Form 40-F as
Exhibit 5, to which this Annual Information Form is attached as Exhibit 1.
- Audit Committee: During 2002, the Audit Committee formalized its
mandate into a written charter document. The mandate of the Audit Committee
is to review the annual financial statements of the Company and to make
recommendations to the Board of Directors with respect thereto. The Audit
Committee also reviews the nature and scope of the annual audit as proposed
by the external auditors and management and, with the external auditors and
management, the adequacy of the internal accounting control procedures and
systems within the Company. In addition, in accordance with its charter, the
Audit Committee now has the sole authority to make recommendations to the
Shareholders regarding the appointment or replacement of the Company's external
auditors and shall approve their remuneration. The Audit Committee shall
also require the external auditors to provide a report at least annually
setting forth the auditor's internal quality-control procedures and all
relationships between the external auditors and the Company, if any. The Audit
Committee may consult with management on these issues, but it may not delegate
its responsibility therefor. The Audit Committee has the authority to retain
legal, accounting or other consultants for advice if it deems it to be
necessary.
- Compensation Committee: The Committee is responsible for the
evaluation and approval of the director and officer compensation policies,
plans and programs of the Company. The Compensation Committee is responsible
for conducting annual reviews and making recommendations to the Board of
Directors with respect to the compensation, including the granting of stock
options, of all directors, officers, and key executives of the Company. The
Chairman and Chief Executive Officer does not participate in the Board of
Directors' deliberations concerning the recommendations on his compensation.
- Nominating & Governance Committee: This Committee was created by
the Company in 2002 and its charter states that the Committee is to:
(i) assess on an annual basis the effectiveness of the Board as a
whole as well as periodically evaluate the contribution of individual members
of the Board;
(ii) review, on a periodic basis, the size and composition of the Board
and ensure that an appropriate number of unrelated directors sit on the Board;
(iii) identify individuals qualified to become members of the Board as
may be required and recommend to the Board new nominees for appointment;
(iv) provide appropriate orientation to any new members of the Board;
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(v) recommend to the Board corporate governance guidelines and ensure
the sufficiency of such guidelines on a periodic basis; and
(vi) review and advise the Board at least annually as to corporate
governance issues.
Item 9. Additional Information
The Company, upon request to its Secretary, will provide to any person
or entity:
(1) when the securities of the Company are in the course of a
distribution under a preliminary short form prospectus or a short form
prospectus;
(a) one copy of the Annual Information Form of the Company, together
with one copy of any document, or the pertinent pages of any document,
incorporated by reference in the Annual Information Form;
(b) one copy of the consolidated financial statements of the Company
for its most recently completed financial year for which financial statements
have been filed together with the accompanying report of the auditor and one
copy of the most recent unaudited interim financial statements of the Company
that have been filed, if any, for any period after the end of its most
recently completed financial year;
(c) one copy of the information circular of the Company in respect
of its most recent annual meeting of shareholders that involved the election
of directors or one copy of any annual filing prepared instead of that
information circular, as appropriate; and
(d) one copy of any other documents that are incorporated by
reference into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under clauses (a), (b) or (c);
or
(2) at any other time, one copy of any documents referred to in clauses
(1)(a), (b) and (c) provided that the Company may require the payment of a
reasonable charge if the request is made by a person or entity who is not a
security holder of the Company.
Additional information, including directors' and officers' remuneration
and indebtedness, principal holders of the Company's securities, options to
purchase securities, and interests of insiders in material transactions, if
applicable, is contained in the Company's Notice of Annual and Special Meeting
of Shareholders prepared for its June 11, 2003, annual and special meeting of
shareholders. Additional financial information is provided in the Company's
Consolidated Financial Statements for the fiscal year ended December 31, 2002.
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Exhibit 2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation of our report dated February 21, 2003, on our
audits of the consolidated financial statements of Intertape Polymer Group
Inc. as at December 31, 2002 and 2001 and for each of the years in the three-
year period ended December 31, 2002, which report is included in this Annual
Report on Form 40-F.
(s) Raymond Chabot Grant Thornton
Chartered Accountants
General Partnership
Montreal, Canada
May 16, 2003
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Exhibit 3
CERTIFICATION
PURSUANT TO 19 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, Chief Financial Officer, Vice
President Administration, 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: May 16, 2003 /s/ Melbourne F. Yull
Melbourne F. Yull, Chairman of the Board
and Chief Executive Officer
Date: May 16, 2003 /s/ Andrew M. Archibald
Andrew M. Archibald, Chief Financial
Officer, Secretary, and Vice President,
Administration
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CERTIFIED EXTRACT OF RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
INTERTAPE POLYMER GROUP INC.
ADOPTED ON MAY 16TH, 2003
"APPROVAL OF ANNUAL INFORMATION FORM
WHEREAS the Chairman presented to the meeting a draft of an annual information
form of the Corporation to be dated May 16, 2003.
WHEREAS the Chairman informed the meeting that the Corporation proposes to
file the annual information form with the securities commissions and other
appropriate regulatory authorities in each of the provinces and territories
of Canada in order to permit the Corporation to be able to qualify its
securities for distribution through the use of a short form prospectus
under National Instrument 44-101 - Short Form Prospectus Distributions.
BE IT RESOLVED THAT:
1. the annual information form ("AIF") of the Corporation to be dated
May 16, 2003, 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 authorised 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, 2002, such Form 40-F to be
substantially in the form of the draft presented to the Board of Directors,
together with such changes or modifications as may be deemed necessary or
appropriate by any director or officer of the Corporation with and upon the
advice of counsel, and any director or officer of the Corporation be, and
he is, hereby authorized, empowered and directed to execute in the name and
on behalf of the Corporation, to procure all other necessary signatures to,
and to file with the United States Securities and Exchange Commission, the
Form 40-F and any all amendments or supplements thereto;
5. any director or officer of the Corporation be, and he is, hereby
authorized and directed for and on behalf of the Corporation, to execute,
whether under the corporate seal of the Corporation or otherwise, and to
deliver all such certificates, undertakings and other documents and to do
all such other acts and things as he may, in his sole discretion, consider
necessary or advisable in connection with or to carry out the provisions of
this resolution."
I, the undersigned, Andrew M. Archibald, C.A., Chief Financial Officer,
Secretary, Vice President Administration of Intertape Polymer Group Inc.
hereby certify that the foregoing resolutions were duly adopted by the Board
of Directors of Intertape Polymer Group Inc. on May 16, 2003 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 Montreal, Quebec, this 16th day of
May, 2003.
/s/Andrew M. Archibald
Andrew M. Archibald, C.A.
Chief Financial Officer, Secretary,
Vice President Administration