UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1998
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
(Address of principal executive offices)
Securities registered pursuant Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Common Shares, without American Stock Exchange
nominal or 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-
The number of outstanding shares of each of the issuer's classes of capital
stock as of December 31, 1998 is:
25,194,333 Common Shares
-0- Preferred Shares
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 _____
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 ___x___ Item 18 _____
TABLE OF CONTENTS
ITEM CAPTION PAGE
- ---- ------- ----
CAUTIONARY STATEMENTS AND RISK FACTORS . . . . . . . . . . . . . . . . . . .-1-
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-1-
ITEM 1. DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . . . .-2-
ITEM 2. DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . . -18-
ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . -19-
ITEM 4. CONTROL OF REGISTRANT. . . . . . . . . . . . . . . . . . . . . . -19-
ITEM 5. NATURE OF TRADING MARKET.. . . . . . . . . . . . . . . . . . . . -20-
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
SECURITY HOLDERS.. . . . . . . . . . . . . . . . . . . . . . . . -21-
ITEM 7. TAXATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
ITEM 8. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . -23-
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . -27-
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT.. . . . . . . . . . . . . . -29-
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS.. . . . . . . . . . . . . -33-
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT
OR SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . -34-
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS . . . . . . . . . -37-
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
-i-
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
ITEM 15. DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . . . . -39-
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY
FOR REGISTERED SECURITIES. . . . . . . . . . . . . . . . . . . . -39-
PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
ITEM 17. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . -39-
ITEM 18. FINANCIAL STATEMENTS.. . . . . . . . . . . . . . . . . . . . . . -40-
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . . . . . . . . . -40-
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
-ii-
CAUTIONARY STATEMENTS AND RISK FACTORS
This Annual Report 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 Inc. (the
"Company" or "Intertape Polymer Group") and expectations concerning the
Company's future operations, liquidity and capital resources. When used in
this Annual Report, 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.
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 Report. In
addition to the other information contained in this Annual Report, readers
should carefully consider the cautionary statements and risk factors
contained in Item 9A below.
IMPLEMENTATION OF BUSINESS STRATEGY
The Company's business strategy includes, among other things, increasing
manufacturing capacity, developing new products, improving distribution
efficiencies, and expanding into new geographic markets. There can be no
assurance that the Company will be able to fully implement its strategy or
that the anticipated results of this strategy will be realized.
Implementation of this strategy could also be affected by a number of factors
beyond the Company's control such as manufacturing difficulties, disruption
of distribution systems, or general or local economic conditions. Any
material failure to implement its strategy could have a material adverse
effect on the Company's business, financial condition and results of
operations.
RAW MATERIAL PRICES AND AVAILABILITY
A substantial portion of the cost of manufacturing the Company's
products is the cost of raw materials, primarily petroleum based resins.
Historically, there have been fluctuations in these raw material prices due
to factors which are beyond the Company's control, and in some instances
price movements have been volatile when associated with outside influences.
There can be no assurance that the Company will be able to pass on raw
material price increases in the future. Further, in the past, there have
been shortages from time to time in the supply of certain resins. There can
be no assurances that the Company will not be subject to such shortages in
the future.
EXCHANGE RATE RISKS
The Company's result of operations are reported in Canadian dollars.
Due to the geographic mix of the Company's business, any weakening in the
value of the Canadian dollar relative to the U.S. dollar would result in
increased consolidated earnings for the Company, expressed in Canadian
-1-
dollars. These earnings, however, on an earnings per share basis, would be
negatively impacted when translated into U.S. dollars. Since the trading
price in the United States of the Common Shares will be quoted in U.S.
dollars, any weakening of the Canadian dollar relative to the U.S. dollar
could result in a decline in the market value and trading price of the Common
Shares measured in U.S. dollars. The exchange rate between Canadian dollars
and U.S. dollars has varied significantly over the last five years.
NEW PRODUCT DEVELOPMENT
The Company is developing returnable plastic cases for the
transportation and retail display of fruits and vegetables and other new
products. Any new product involves risk and, as in the case of stretch wrap,
may require significant capital expenditures. There can be no assurance that
the returnable plastic cases, or any other new products, will produce
revenues or profits for the Company, and that expenditures thereon will not
have a material adverse effect on the Company's results of operations.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Intertape Polymer Group develops, manufactures and sells a variety of
specialized polyolefin plastic packaging products for industrial use. These
products include pressure sensitive and water activated carton sealing tape,
masking and reinforced filament pressure sensitive tapes, duct tapes, acrylic
coating, EXLFILM-TM- shrink wrap ("EXLFILM-TM-"), STRETCHFLEX-TM- stretch wrap
("STRETCHFLEX-TM-") 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's most recent expansion of its product offering occurred with
the September, 1998 acquisition of Anchor Continental Inc. ("Anchor"), a U.S.
manufacturer of pressure sensitive tapes, including both masking and duct tapes,
and the October, 1998, acquisition of Rexford Paper Company ("Rexford"), a
redistributor of a variety of pressure sensitive tapes and a manufacturer of
water activated tapes.
-2-
In addition, the Company announced in April, 1999, that it has agreed to
acquire two subsidiaries of Spinnaker Industries, Inc., Central products
Company, a leading manufacturer of carton sealing and other industrial tapes,
and Spinnaker Electrical, a pressure sensitive electrical tape business. As of
the date of filing, this acquisition has not been consummated.
The Company's revenues are derived primarily from sales of its products in
the United States and Canada, with approximately 89% of the Company's 1998
revenues attributable to sales in the United States. The Company is
headquartered in Montreal, Quebec and maintains 2.4 million square feet of
manufacturing facilities throughout the United States, Canada and Portugal.
The registered office of the Company is located at 1155 Rene-Levesque
Boulevard West, Suite 4000, Montreal, Quebec, Canada H3B 3V2, and its principal
executive offices are located at 110E Montee de Liesse St. Laurent, Quebec,
Canada H4T 1N4. The Company's telephone number at its principal executive
offices is (514) 731-0731.
HISTORY
The Company's business was established in 1981 by Melbourne F. Yull,
Intertape Polymer Group's Chairman of the Board and Chief Executive Officer,
when Intertape Systems Inc. ("Systems"), a predecessor of the Company,
established a pressure sensitive tape manufacturing facility in Montreal.
Intertape Polymer Group was incorporated under the laws of Canada in 1989 and in
February, 1992, 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's shares are listed on the American Stock Exchange
and, since January, 1993, on The Toronto Stock Exchange. 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 $19.75 (US$14.60). The Company
completed a third public offering of its common shares in Canada on a "bought
deal" basis in March, 1999, at the offering price of $40.25 (US $26.33) per
share.
The Company has pursued a strategy of aggressive growth through both
substantial capital investments and acquisitions (See "Acquisition History"
below). When the Company commenced operations in 1981, it converted purchased
films into pressure-sensitive carton sealing tapes. Originally intended as a
local manufacturer, management of the Company decided in the mid-1980's to take
advantage of the extraordinary growth in demand for carton sealing tapes by
significantly expanding its output of such product and, thereby, its customer
base. Following adoption of this new business plan and over the next few years,
the output of the Montreal plant doubled and a new facility was constructed in
Danville, Virginia in 1987. The Virginia plant was "upstream integrated" to
include film extrusion, thereby reducing material cost. The market for carton
sealing tape has continued to grow and the Danville facility is five times
larger (measured in capacity) today than at the date of its construction.
-3-
Even as the Company was growing its customer base in pressure sensitive
tapes, it pursued an aggressive policy of new product development to leverage
its pressure sensitive tape products. In 1992, the Company developed a new
variety of speciality shrink films and purchased and installed manufacturing
equipment to produce such films. The ability to manufacture its own shrink
films enabled the Company to participate in the shrink film market estimated to
be U.S.$500 million annually. Further, it strengthened the Company's position
with its customers.
The Company's entry into the stretch wrap market began with the Company's
concurrent development of stretch wrap products with the processes to
manufacture such products. The Company entered the stretch wrap market
(estimated at U.S.$1 billion annual sales in 1996) utilizing its existing
customer base and distribution network.
To broaden the product line and provide one-stop shopping with a "basket of
products", the Company has made a series of acquisitions. Interpak
Machinery Inc., a designer of automatic carton sealing equipment, was acquired
by the Company in 1993. In acquiring Interpak, the Company gained technology
for systems capable of utilizing large volumes of high value carton sealing
tapes. Tape Inc. was acquired in 1996 to provide a complete line of water
activated tapes. American Tape was acquired in 1997 bringing to the Company
products including high performance masking, filament and speciality products,
which mesh well with the Company's related product lines. Anchor was acquired
in 1998 and was a main competitor of the Company for the sale of masking tapes.
Rexford Paper Company ("Rexford"), a redistributor of a variety of pressure
sensitive tapes, as well as a manufacturer of water activated tapes, was also
acquired in 1998. The combination of these various product lines enables the
Company to offer the market place a range of products to service its customers'
needs.
The Company also markets products directly to the end user. Polymer
International (N.S.) Inc. ("Polymer International") and International Container
Systems, Inc. ("International Container") were acquired in 1989. Polymer
International manufactures a wide range of coated, woven polyolefin fabrics;
International Container manufactures returnable plastic cases for the beverage
industry. Since acquiring Polymer International, sales of the Company's woven
product line have increased five-fold, assisted in part by the development of
lumber wrap and other products. In addition, two small companies (Cajun Bag &
Supply Co. and Augusta Bag & Supply Co.) were purchased to produce flexible
intermediate bulk containers ("FIBC's") utilizing the Company's fabric as the
prime raw material.
The Company participates in two joint ventures: Fibope Portuguesa-Filmes
Biorientados, S.A. ("Fibope") and IFCO-U.S., L.L.C. ("IFCO"). Fibope produces
shrink films in Portugal for the European market and has doubled its
manufacturing capacity since 1995. IFCO is a provider of returnable plastic
cases for the produce industry.
Until 1998, the majority of the Company's growth came from the sale of
internally developed products. Capacity increases are ongoing throughout the
organization and all product lines. The Company's Utah manufacturing facility,
a 115,000 square foot plant, became operational in June, 1998, as scheduled and
will be expanded further in 1999. Consistent with the Company's strategy, this
plant will act not only as a producer of shrink and stretch films but also as a
distribution center
-4-
for all of the Company's products to increase sales in the
western United States and western Canada. In 1998, there were significant
increases in revenues as a result of the acquisitions of American Tape Co.
("American Tape") (December 1997), Anchor and Rexford (October 1998).
The Anchor manufacturing facilities are located on an 87-acre site in
Columbia, South Carolina. The site includes sixteen buildings containing an
aggregate of approximately 490,000 square feet. The facility has a demand flow
manufacturing system known as the "focused factory concept". Focused factories
have been designed to maximize efficiency in material movement and are operated
using various pull system scheduling techniques that seek to improve
manufacturing velocity, reduce inventories and improve quality. The Anchor
acquisition also included five strategically located distribution facilities
located in South Carolina, Ontario, Illinois, Texas, and California,
respectively.
The Company is a holding company which owns various operating companies in
the United States and in Canada. Intertape Polymer Inc., a Canadian corporation
("IPI"), is the principal operating company for the Company's Canadian
operations. Intertape Polymer Corp., a Virginia corporation ("IPC"), is the
principal operating company for the Company's United States and international
operations including, most notably, each of the businesses referenced in the
acquisition table set forth above.
As of May 11, 1999, the Company had 28,273,559 common shares outstanding.
Unless the context otherwise requires, the terms "Intertape Polymer Group"
and the "Company" are used to refer to Intertape Polymer Group Inc. together
with all of its wholly-owned subsidiaries and joint ventures. Where the context
requires, such terms also include the predecessors of Intertape Polymer Group.
All dollar amounts referenced in this Annual Report are in Canadian Dollars
unless otherwise indicated.
ACQUISITION HISTORY
In addition to internally generated growth, the Company has engaged in a
series of acquisitions. The Company believes it now ranks among the leading
developers and manufacturers of industrial plastic packaging products in North
America. The following table illustrates the principal acquisitions completed
by the Company.
-5-
COMPLETED ACQUISITIONS
- -------------------------------------------------------------------------------------------------------------------
COST OF
YEAR ACQUISITION COMPANY LOCATION PRODUCTS
- ------ -------------- ------------------------------- -------------------- ------------------------
($ in
millions)
1989 $82.4 Polymer International Corp. and Tampa, Florida Holding company
its subsidiaries:
- Polymer International Truro, Nova Scotia Woven fabrics
- International Container(1) Tampa, Florida Transport & display
cases
1993 $ 6.6 Interpak Machinery Inc. Toronto, Canada Equipment used to
seal corrugated boxes
Cajun Bag & Supply Co. Crowley, Louisiana FIBCs
1995 $3.9 IFCO-U.S., L.L.C.(2) Tampa, Florida Distributor of
returnable plastic
containers
Fibope Portugesa-Filmes Porto, Portugal EXLFILM-TM-
Biorientados S.A.(3)
1996 $12.1 Augusta Bag & Supply Co. Augusta, Georgia FIBCs
Tape, Inc. Green Bay, Water activated carton
Wisconsin sealing tape
1997 $174.5 American Tape Co. Marysville, Pressure sensitive
Michigan tapes, masking tapes
Richmond, Kentucky
1998 $173.2 Anchor Continental Inc. Columbia, Pressure sensitive tapes,
South Carolina masking and duct tapes
Rexford Paper Company Milwaukee, Pressure sensitive and water
Wisconsin activated tapes
- ---------------------
(1) The Company originally purchased a 67% interest in this company. In
1994, the Company conducted a tender offer for all the outstanding shares it did
not already own, the cost of this tender offer was $2.6 million.
(2) The Company acquired a 20% interest in this joint venture.
(3) The Company acquired a 50% interest in this joint venture.
BUSINESS STRATEGY
The Company's overall objective is to gain market share in large niche
markets which it believes are growing at rates faster than the economy as a
whole. The Company's strategies for achieving this objective are as follows:
-6-
- SOLIDIFY THE COMPANY'S POSITION AS A LOW-COST MANUFACTURER. The
Company has pursued a vertically integrated manufacturing strategy as
a means of controlling the costs of its manufacturing inputs and, in
connection therewith, has made substantial investments in high-speed
production equipment and various forms of manufacturing automation.
For example, during the past several years the Company has installed
various extrusion lines of equipment for the making of film for
pressure sensitive carton sealing tapes. This allows the Company to
buy resin as a basic raw material to produce its own films and
adhesives rather than purchase them from other manufacturers at
greater cost. In addition, the Company continually undertakes
initiatives to reduce waste at its production facilities as a means
of further controlling its manufacturing costs.
- INCREASE MANUFACTURING CAPACITY. The Company believes that
increasing manufacturing capacity at its existing plants will
contribute to its ability to increase market share in its current
markets. Over the past five years, the Company has achieved an
increase in its coating capability at its Danville plant, an
increase in its output of woven products from its Truro facility
and a doubling of the EXLFILM-TM- production capacity at its Truro
facility. In addition, the Company commenced EXLFILM-TM- and
STRETCHFLEX-TM- manufacturing operations at its new facility
located in Tremonton, Utah during the second quarter of 1998 and
plans to further expand this facility during 1999.
- DEVELOP NEW PRODUCTS. The Company has been increasing its
investment in research and development and believes that it can
take advantage of its manufacturing strengths and distribution
network by introducing new products and product line extensions
which complement its existing product base. The Company introduced
in 1996 a new stretch wrap product line sold under the
STRETCHFLEX-TM- trademark. The Company through IFCO is introducing
a system which employs reusable plastic produce containers in the
distribution of fruits and vegetables to food retailers. The
Company has developed several other new products, such as truck and
rail car flexible covers, and product line extensions, such as new
acrylic coatings and new varieties of EXLFILM-TM- shrink films,
each of which it is in the process of introducing. In addition,
with the acquisition of American Tape, Anchor, and Rexford, the
Company has broadened the variety of products it offers in its
complete line of masking and duct tape products.
- DEVELOP CENTRAL DISTRIBUTION CENTERS. The Company has installed in
both its Danville and Tremonton an enhanced facilities warehouse
distribution system which will increase efficiency in the storage,
shipping and inventory management of all its products located in
those facilities. This investment will increase the level of
service that the Company provides to its customers as well as
reduce its operating costs in these areas.
- EVALUATE FUTURE COMPLEMENTARY ACQUISITIONS. The Company is
continually evaluating the attractiveness of other companies,
technologies or products that could complement the Company's existing
product lines and manufacturing and distribution strengths. The
Company considers complementary companies, technologies and products
as potential acquisition targets, and evaluates the merits of each
such potential acquisition. The Company's purchase of American Tape
and Anchor are examples of such acquisitions,
-7-
providing the Company with masking, duct, reinforced filament and
printable and non-printable flat back tapes as well as other
specialty tapes not previously manufactured by the Company but which
can be integrated into the Company's distribution system to broaden
the range of products offered to its customers.
- EXPAND SALES INTO NEW GEOGRAPHIC MARKETS. The Company intends to
continue to exploit the breadth of its product lines, distribution
network and strong market position by entering into new markets in
both North America and abroad. The Company was able to use its joint
venture arrangement with a Portuguese manufacturer of shrink films as
a springboard to market some of its North American manufactured
products in Europe. In addition, with the acquisitions of American
Tape and Anchor, the Company gained a market presence throughout the
world in high performance masking tapes and duct tapes. The Company
believes that it can leverage this market position in the sale of its
other products. The Company expects to increase its penetration in
all markets either by enhancing its internal marketing efforts or
through joint ventures or acquisitions.
PRODUCTS
CARTON SEALING TAPE: PRESSURE SENSITIVE AND WATER ACTIVATED TAPE
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. Carton sealing tape is manufactured and
sold under the INTERTAPE-TM- name to industrial distributors and manufactured
for other customers for sale under private labels. It is produced at the
Company's Danville, Montreal, Richmond and Columbia facilities and is 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. In 1994, the Company commenced efforts to
utilize its expanded production capacity and field support to begin to penetrate
the United States west coast and the western Canadian market and continues to
increase its sales force for these markets. The Company expects its centralized
warehouse distribution system in the Tremonton, Utah facility will continue to
enhance these efforts. In addition, the Company exports its product to Europe,
Asia, Central America and South America.
-8-
The Company's acquisition in 1993 of the assets of Interpak Machinery Inc.,
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 has continued to enhance and improve its equipment designs.
In 1996, the acquisition of Tape, Inc. 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 of this product.
The Company's principal competitors for the sale of carton sealing tape
products include Minnesota Mining & Manufacturing Co. ("3M") and Central
Products Company, Inc. ("Central"), a subsidiary of Spinnaker Industries, Inc.
The Company has announced the acquisition of Central which remains pending at
the time of this filing.
MASKING TAPES: PERFORMANCE AND GENERAL PURPOSE
The Company added masking tapes to its product line in December 1997
through the acquisition of American Tape, a leading manufacturer of these
products and expanded its position in this product line with the acquisition of
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, 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, Shuford Mills,
Inc., Industrias Tuk, S.A. de C.V., and Tesa Tape Inc. ("Tesa").
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 flat back tapes to the
Company's product line. Reinforced, general and specialty products are
manufactured at the Company's facilities in Richmond, Kentucky, Marysville,
Michigan and Columbia, South Carolina facilities which were acquired in the
American Tape and Anchor acquisitions. These facilities produce filament tape
using synthetic, natural rubber and hot melt adhesives coated on a variety of
plastic filaments. The reinforcement is provided by fibreglass yarns laminated
between two plastic substrates.
-9-
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 this market
is 3M, and for commodity filament tapes the Company's main competitors are Tesa
and RJM Manufacturing, Inc.
ACRYLIC COATING
In 1995, the Company completed a $10.0 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 plant. These acrylic
coatings, when applied to filmic tapes, offer extended shelf life as well as
increased performance under the extremes of low and high temperatures.
When acrylic coating is applied to polypropylene film, the finished product
broadens the Company's line of pressure sensitive carton sealing tape. In
addition, certain applications, such as mirror backing, utilize woven products
as the base material to which acrylic coating is applied.
DUCT TAPE
The acquisition of Anchor provided the Company a significant capacity in
the duct tape product line. duct tapes are manufactured in Columbia, South
Carolina. 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 Tyko International, Ltd. and Shurtape Technologies,
Inc.
EXLFILM-TM- SHRINK WRAP
EXLFILM-TM- 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-TM- at its plant in
Truro, Nova Scotia and maintains additional extruders for EXLFILM-TM- production
there. The Company began EXLFILM-TM- production at its new Tremonton, Utah
facility during the second quarter of 1998. The Company believes that its
continued investment in equipment will help it expand its exploitation of niches
in this market.
The Company's shrink wrap products are sold through its existing industrial
distribution base 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, W.R. Grace & Co. and E.I. DuPont de Nemours & Co., and to
a lesser extent by foreign manufacturers.
-10-
STRETCHFLEX-TM- STRETCH WRAP
STRETCHFLEX-TM- 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 and is also used in agriculture as
a bale wrap. The Company produces STRETCHFLEX-TM- at its Danville plant and has
the capacity to produce 60 million pounds of polyolefin stretch wrap annually.
Although excess capacity exists in the stretch wrap market, management believes
the performance capabilities of the Company's film accounts for operations at
its Danville plant being at capacity. The Company's high level of production at
Danville, combined with its western oriented marketing initiatives, prompted the
Company to include additional extruders for stretch wrap production in the
Tremonton facility.
The North American market for such polyolefin stretch wrap is served by a
number of manufacturers, the largest of which are Tenneco Inc. and Linear Films,
Inc.
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.
Depending on the needs of the customer, the Company produces valve bags or
open mouth bags. Valve bags have a one way self-closing filler valve inserted
into one corner and are used for packaging pelletized and granular chemicals and
other materials. Open mouth bags, which require a secondary closure method such
as stitching, are used primarily for packaging of compressed material such as
mineral fibers.
NOVA-THENE-Registered Trademark- lumber wrap is a polyolefin fabric which
is extrusion coated and printed to customer specifications. It is used in the
forest products industry to package kiln-dried cut lumber. The Company believes
that polyolefin products have certain advantages over traditional paper-plastic
laminate products, including superior strength, ease of application, durability,
better appearance and the potential to be recycled.
The Company added FIBCs to its product line in 1993 with the acquisition of
Cajun Bag & Supply Co. ("Cajun Bag"). To facilitate production of seamless
FIBCs in the Crowley, Louisiana plant, the Company installed circular weaving
equipment in 1994 in its Truro plant. The Company made additional investments
in the Crowley plant in 1995 to reduce costs, increase capacity and reduce
turnover. In 1996, the Company opened an FIBC plant in Edmundston, New
Brunswick, Canada to meet the growing demands of the industry and purchased the
assets of Augusta Bag & Supply Co. ("Augusta Bag") to add further capacity,
expand market share and acquire unique manufacturing methods. In 1997, the
Company initiated an organizational review of the operations of certain
facilities manufacturing FIBCs and, during the latter half of 1997, approved a
restructuring plan designed to improve efficiency and reduce operating costs.
Specifically, while the Company
-11-
will continue to produce the fabrics used to make FIBCs, the Company has
decided to outsource the conversion process due to enhanced foreign
competition. As a consequence, during 1997 the Company incurred a one-time
charge against earnings in respect of write-downs of certain assets employed
in these operations as well as goodwill associated with the Cajun Bag and
Augusta Bag acquisitions.
The Company also manufactures other coated woven polyolefin fabrics that it
supplies to converters which produce finished products for specific application,
such as synthetic fiber packaging, recreational products, protective covers,
pond liners, and flame retardant brattice cloth. The markets for these products
are diverse and considered by management to be too small to justify the cost of
further vertical integration to the finished product stage.
The Company's NOVA-THENE-Registered Trademark- lumber wrap line competes
with products manufactured by partially integrated manufacturers and by
secondary converters. 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.
The market for FIBCs is highly competitive and is not dominated by any
single manufacturer.
SOFT DRINK TRANSPORT AND DISPLAY CASES
The Company is engaged in the design, development and sale of reusable
plastic soft drink transport and display cases. These cases are manufactured
for the Company by independent contractors located throughout North America.
This approach is consistent with the Company's goal of being a low-cost producer
in each market it serves, as management believes the savings to its customers on
freight exceed any potential savings from in-house manufacturing.
RETURNABLE PLASTIC CASES
The Company has entered into a joint venture agreement with Schoeller
International Logistics Beteiligungsgesellschaft GmbH to develop a system of
returnable plastic cases for the transportation and retail display of fruits and
vegetables in the United States and Canada as an alternative to the use of
corrugated boxes and wooden crates. The system is in effect in Europe and the
Company is currently engaged in a roll-out program of the patented containers
with a growing number of grocery store chains in North America.
SALES AND MARKETING
As of January 1, 1999, the Company maintained a sales force of 102
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. The Company has one long term contract with a customer which accounts
for less than 5% of total sales. Sales to customers in the United States and
Canada accounted for approximately 80% and 20% of total sales, respectively, in
1997, and approximately
-12-
89% and 11% in 1998. The Company has also continued to develop its sales
efforts in Europe, Asia, Central America and South America. Management does
not intend to 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.
The Company sales are focused in two distinct areas: 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-TM- and STRETCHFLEX-TM-. 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 the Interpak Machinery Inc., these products were manufactured by
others. The Company's EXLFILM-TM- and STRETCHFLEX-TM- 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 Company's woven products group sells its products directly to the
end-users. It offers a line of lumberwrap, valve bags, FIBCs and speciality
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. About 80% of the Company's products are manufactured through a
process which starts with a variety of polyolefin resins and extrudes them into
film for further processing. Over 50 million pounds of wide width biaxially
oriented polypropylene film is extruded annually in the Company's facilities.
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 and "Hot Melt" 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 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.
A wide variety of woven products are also part of the Company's family of
products. The first manufacturing step in the production of woven products is
film extrusion utilizing various resins and additives. These speciality films
are slit in line and woven on wide width looms. They are then
-13-
coated with a variety of resins to provide unique properties for large niche
markets. Printing, bag making and FIBC converting enhance the value added on
certain products.
The Company also designs and sells specialty cases for the reusable
containers market. Propriety molds and raw materials are provided to outside
contractors which produce cases on an exclusive basis. Continuing product
development, investment in new capital equipment and advanced engineering
provide the basis that enables the Company to compete in its marketplace.
The Company maintains 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 1998, five of the Company's plants were
certified under ISO-9002 quality standards program.
EQUIPMENT AND RAW MATERIALS
The Company purchases mostly custom designed manufacturing equipment,
including extruders, coaters, finishing equipment, looms, printers, bag
manufacturing machines and injection molds, from manufacturers located in the
United States and Western Europe, and participates in the design and upgrading
of such equipment. It is not dependent on any one manufacturer for such
equipment.
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.
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. Management decided to embark upon a program, beginning in 1992,
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.
Expenditures for research and development in 1996, 1997, and 1998 totaled
$1,763,000, $2,228,000, and $4,682,000, respectively.
The Company currently maintains active research and development programs in
three areas: woven products, pressure sensitive products and specialty films.
In woven products, the emphasis is on developing polyolefin fabrics that can
replace vinyl fabrics. Targeted end-use areas include truck tarps, protective
coverings and billboards. Research and development in pressure sensitive
products is focused on improving the Company's cost base and product line in
solvent, hot melt and
-14-
acrylic based general purpose performance products. In specialty films, the
Company has recently introduced Exfilm Plus, a cross-linked heat shrinkable
film, and IP72, a low-shrink force product. The Company believes that the
development of these products will allow the Company to expand into the
specialty film market which previously was not accessible using conventional
products. Research and development is an important factor generating internal
growth for the Company.
TRADEMARKS AND PATENTS
The Company markets its carton sealing tape under the registered
trademark INTERTAPE-TM- and various private labels. The Company's valve
or open mouth bags are marketed under the registered trademark
NOVA-PAC-Registered Trademark-. Its woven polyolefin fabrics are sold under
the registered trademark NOVA-THENE-Registered Trademark-. Its shrink wrap
is sold under the trademark EXLFILM-TM-. Its stretch films are sold under
the trademark STRETCHFLEX-TM-. FIBC's are sold under the trademarks LeGRAND
SACK-Registered Trademark- and CAJUN BAGS-Registered Trademark-. The Company
has sixty-eight registered trademarks, principally in the United States and
Canada, including trademarks acquired from American Tape, Anchor and Rexford.
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, woven products, stretch wrap or shrink wrap. The Company has six
patents acquired as part of the Anchor acquisition with respect to tape and
stencil products.
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. 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.
-15-
Furthermore, the Company's operations are subject to extensive regulation.
Federal and state environmental laws applicable to the Company include statutes
(i) intended to allocate the cost of remedying contamination among specifically
identified parties as well as to prevent future contamination (the
"Comprehensive Environmental Response, Compensation, and Liability Act");
(ii) imposing national ambient standards and, in some cases, emission standards,
for air pollutants which present a risk to public health or welfare (the
"Federal Clean Air Act"); (iii) governing the management, treatment, storage and
disposal of hazardous wastes (the "Resource Conservation and Recovery Act"); and
(iv) regulating the discharge of pollutants into protected waterways (the "Clean
Water Act of 1972"). The Company's use in its manufacturing processes of
hazardous substances and the generation of hazardous wastes not only by the
Company but by prior occupants of Company facilities suggest that hazardous
substances may be present at or near certain of the Company's facilities or may
come to be located there in the future. Consequently, the Company is required
to monitor closely its compliance under all the various environmental
regulations applicable to it. In addition, the Company arranges for the
off-site disposal of hazardous substances generated in the ordinary course of
its business.
Except as described below, the Company believes that all of its facilities
are in material compliance with applicable environmental laws and regulations.
MICHIGAN FACILITY
The Company's environmental due diligence review conducted in connection
with the acquisition of American Tape, revealed certain issues associated
with American Tape's use of chemical solvents at its Marysville facility in
the tape-making process. These solvents (primarily toluene) are stored in
tanks on site, emitted into the air and, when mixed with other wastes from
the manufacturing process, shipped off-site as wastes for disposal.
Management undertook a comprehensive plan of investigation and remediation at
the facility, focusing on the site's approximately fifteen underground
storage tanks which contained a variety of hazardous substances. Remediation
of six 10,000 gallon tanks is expected to continue for two to three years.
The Company, however, anticipates that the full cost of remediation will be
funded through amounts available under a US$ 2.0 million escrow fund
established by the sellers at closing.
In addition, the Michigan facility emits toluene and other pollutants, but
86% of the toluene used is recaptured under existing solvent recovery systems.
While these emissions do not currently exceed permitted limits, they may exceed
limits being phased in over the next five years under Title V of the Clean Air
Act Amendments of 1990. To satisfy future Title V requirements, in 1997,
American Tape entered into an Administrative Order and Consent with the Michigan
Department of Environmental Quality under which it agreed to install a
regenerative thermal oxidizer to increase the capture rate from 86% to 95%, and
budgeted $2.2 million for such purchase and installation. Construction was
completed and the thermal oxidizer activated in March, 1998. The Company
believes that ultimate resolution of these matters should not have a material
adverse effect on the Company's business or results of operations.
-16-
EMPLOYEES
As of May 11, 1999, the Company employed approximately 2,442 people, 608 of
whom held either sales-related, operating or administrative positions and 1,834
of whom were employed in production. Approximately 70 hourly employees at the
Montreal plant are unionized and are subject to a collective bargaining
agreement expiring in November 2002. Approximately 81 hourly employees at the
Edmundston plant became unionized in February 1997 and are subject to a
collective bargaining agreement which expires in October 2000. Approximately 82
hourly employees at the Green Bay plant are unionized and a collective
bargaining agreement is in place that expired in February 1999 and is the
process of being renegotiated. Finally, approximately 185 hourly employees at
the Marysville plant are unionized and subject to a collective bargaining
agreement which expires in May 2002. The Company has never experienced a work
stoppage and considers its employee relations to be satisfactory.
AMERICAN TAPE ACQUISITION
On December 16, 1997 the Company acquired from STC Corp., a publicly traded
multinational company based in Seoul, South Korea, all the outstanding capital
stock of American Tape Co., a leading manufacturer and marketer of high
performance and general purpose masking, reinforced filament pressure sensitive
and other specialty tapes. The Company paid US$122 million for the acquisition,
including costs, consisting of US$46 million in cash and US$76 million in
assumed indebtedness, substantially all of which was refinanced. The Company
acquired American Tape principally to improve and increase the Company's product
base, increase production capacity, enhance its customer base and strengthen the
Company's competitive position in the market.
In connection with the acquisition, the Company inherited two manufacturing
facilities: one in Marysville, Michigan, and one in Richmond, Kentucky. While
the Michigan facility is profitable, the Kentucky facility had experienced
production problems and has only recently achieved break even status. The
Company's strong technical expertise is expected to improve production
efficiencies at both manufacturing facilities.
ANCHOR CONTINENTAL INC. AND REXFORD PAPER COMPANY ACQUISITIONS
On September 23, 1998, the Company acquired 100% of the outstanding shares
of Anchor, a South Carolina manufacturer of pressure sensitive tapes, including
both masking and duct tapes. The acquisition included an 87-acre facility in
Columbia, South Carolina.
On October 7, 1998, the Company acquired substantially all of the operating
assets of Rexford Paper Company, a Wisconsin redistributor of a variety of
pressure sensitive tapes, as well as a manufacturer of water activated tapes.
Rexford was a relatively small manufacturer of water activated tape in
Milwaukee, Wisconsin, and more importantly, a unique re-distributor of packaging
products. Rexford's specialized sales department continues to focus on a
distributor niche, which specifically place small quantity orders. This sales
department remains intact and the Company
-17-
intends to utilize this department to develop business with its network of
distributors. The Company closed Rexford's Milwaukee facility and shifted
production to the Green Bay plant.
The total cash consideration and estimated transaction costs for both these
acquisitions on a combined basis were approximately U.S.$113.3 million.
The Company anticipates that it will benefit from certain synergies
resulting from the American Tape and Anchor acquisitions. Specifically, high
performance masking tape represents a new opportunity for the Company, while
general purpose masking tape, duct tape, and reinforced filament tape may be
sold through the Company's existing distribution channels. The Company believes
the acquisitions of American Tape and Anchor have further improved the Company's
status as a single source basket-of-products supplier to its distributor
customers.
Finally, the acquisitions of American Tape and Anchor 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 lead to continued strong sales
growth in the intermediate future.
ITEM 2. DESCRIPTION OF PROPERTY.
The following table illustrates the principal manufacturing and
distribution facilities owned or leased by the Company as at December 31, 1998:
Area
Location Use Products (sq. ft.) Title
- ----------------- ------------------- ------------------------------- --------- ---------------------------
UNITED STATES:
Augusta, Georgia Manufacturing FIBCs 41,000 Leased to July 1999
Augusta, Georgia Warehouse FIBCs 20,000 Leased to October 2000
Bradenton, Corporate Offices N/A 20,800 Owned
Florida
Crowley, Warehouse FIBCs 40,000 Leased month-to-month
Louisiana
Danville, Manufacturing and Carton sealing tape, 281,000 Capital lease to August 2007
Virginia Distribution STRETCHFLEX-TM- with option to purchase for
acrylic coating nominal amount
Green Bay, Manufacturing and Water activated carton sealing 156,000 Owned
Wisconsin Distribution tape
Marysville, Manufacturing High performance masking, 250,000 Owned
Michigan filament tape, and specialty
pressure-sensitive tape
Rayne, Manufacturing and FIBCs 78,000 Leased to September 2000
Louisiana Distribution
Richmond, Manufacturing and Carton sealing, masking and 200,000 Owned
Kentucky Distribution reinforced tape
Tampa, Corporate offices Display and crate operations 4,000 Leased to February 2003
Florida
-18-
Area
Location Use Products (sq. ft.) Title
- ----------------- ------------------- ------------------------------- --------- ---------------------------
Tremonton, Manufacturing and EXLFILM-TM-, STRETCHFLEX-TM- 115,000 Owned
Utah Distribution
Columbia, South Manufacturing and Pressure sensitive masking and 490,000 Owned
Carolina Distribution duct tapes
Bedford Park, Warehouse Pressure sensitive masking and 3,500 Leased month-to-month
Illinois duct tapes
Ft. Worth, Texas Warehouse Pressure sensitive masking and 7,000 Leased month-to-month
duct tapes
Commerce, Warehouse Pressure sensitive masking and 10,400 Leased month-to-month
California duct tapes
CANADA:
Edmundston, Manufacturing FIBCs 65,000 Owned
New Brunswick
Lachine, Manufacturing Carton sealing equipment 13,000 Leased to July 1999
Quebec
St. Laurent, Slitting, Warehouse Carton sealing tape 60,000 Leased month-to-month
Quebec and Corporate
Headquarters
St. Laurent, Manufacturing and Carton sealing tape 25,000 Owned
Quebec Distribution
Truro, Manufacturing Woven products, 260,000 Owned
Nova Scotia EXLFILM-TM-
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to, nor is the Company's property the subject
of, any pending material litigation, or any litigation which, if adversely
determined, would have a material effect, individually or in the aggregate, on
the business or financial condition of the Company. The Company is not aware of
any material proceedings being contemplated by governmental authorities.
ITEM 4. CONTROL OF REGISTRANT.
To the knowledge of the Company, there is no person who, or corporation
that, beneficially owns or exercises control or direction over shares carrying
more than 10% of the voting rights attached to all shares of the Corporation:
As of May 11, 1999, the directors and officers of the Company as a group
owned beneficially, directly or indirectly, 1,560,844 Common Shares,
representing approximately 6% of all Common Shares outstanding.
-19-
SHAREHOLDER PROTECTION RIGHTS PLAN
On August 24, 1993, the shareholders of the Company approved a
Shareholders' Protection Rights Plan (the "Rights Plan"). Under the Rights
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. The Rights Plan was to have expired on
September 1, 1998, however, on May 21, 1998, the Shareholders approved an
amendment extending the term of the Rights Plan to September 1, 2003. The
effect of the Rights Plan is to require anyone who seeks to acquire 20% or more
of the Company's voting shares to make a bid complying with specific provisions.
ITEM 5. NATURE OF TRADING MARKET.
The Company's Common Shares currently trade on the American Stock Exchange
and The Toronto Stock Exchange. The Common Shares were listed on The Toronto
Stock Exchange on January 6, 1993. 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. As of May 11, 1999,
26% of the Company's Common Shares are held in the United States by 48 record
holders in the United States.
The following table sets forth high and low sales price information for
trading of the Common Shares on the American Stock Exchange in 1997 and 1998:
PERIOD HIGH LOW
------ ---- ---
U.S.$ U.S.$
1st Quarter 1997 25.00 19.88
2nd Quarter 1997 21.00 18.38
3rd Quarter 1997 24.75 20.75
4th Quarter 1997 25.00 19.81
PERIOD HIGH LOW
------ ---- ---
U.S$ U.S$
1st Quarter 1998 24.00 20.62
2nd Quarter 1998 24.00 20.12
3rd Quarter 1998 25.38 18.12
4th Quarter 1998 25.50 16.25
-20-
The following table sets forth high and low sales price information for
trading of the Common Shares on The Toronto Stock Exchange in 1997 and 1998:
PERIOD HIGH LOW
------ ---- ---
CDN.$ CDN.$
1st Quarter 1997 33.85 27.50
2nd Quarter 1997 29.20 25.25
3rd Quarter 1997 34.30 28.50
4th Quarter 1997 34.45 27.00
PERIOD HIGH LOW
------ ---- ---
CDN.$ CDN.$
1st Quarter 1998 34.00 30.00
2nd Quarter 1998 35.00 29.00
3rd Quarter 1998 38.28 25.75
4th Quarter 1998 39.00 25.75
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS.
There are no governmental laws, decrees or regulations in Canada that
restrict the export or import of capital, including, but not limited to, foreign
exchange controls, or that affect the remittance of dividends, interest or other
payments to nonresident holders of the Common Shares, other than withholding tax
requirements. Any such remittances, however, are subject to withholding tax.
There is no limitation imposed by Canadian law or by the charter or other
constituent documents of the Company on the right of nonresident or foreign
owners to hold or vote Common Shares, other than the Rights Plan discussed in
ITEM 4 above or as provided in the INVESTMENT CANADA ACT (Canada) (the
"INVESTMENT CANADA ACT"). The following summarizes the principal features of
the INVESTMENT CANADA ACT.
The INVESTMENT CANADA ACT requires certain "non-Canadian" (as defined in
the INVESTMENT CANADA ACT) individuals, governments, corporations and other
entities who wish to acquire control of a "Canadian business" (as defined in the
INVESTMENT CANADA ACT) to file either a notification or an application for
review with the Director of Investments appointed under the INVESTMENT CANADA
ACT. The INVESTMENT CANADA ACT requires that in certain cases an acquisition of
control of a Canadian business by a "non-Canadian" must be reviewed and approved
by the Minister responsible for the INVESTMENT CANADA ACT on the basis that the
Minister is satisfied that the acquisition is "likely to be of net benefit to
Canada", having regard to criteria set forth in the INVESTMENT CANADA ACT.
With respect to acquisitions of voting shares, generally only those
acquisitions of voting shares of a corporation that constitute acquisitions of
control of such corporation are reviewable under the INVESTMENT CANADA ACT. THE
INVESTMENT CANADA ACT provides detailed rules for the
-21-
determination of whether control has been acquired. For example, the
acquisition of one-third or more of the voting shares of a corporation may,
in some circumstances, be considered to constitute an acquisition of control.
Certain reviewable acquisitions of control may not be implemented before
being approved by the Minister. If the Minister does not ultimately approve
a reviewable acquisition which has been completed, the non-Canadian person or
entity may be required, among other things, to divest itself of control of
the acquired Canadian business. Failure to comply with the review provisions
of the INVESTMENT CANADA ACT could result in, among other things, a court
order directing the disposition of assets of shares.
ITEM 7. TAXATION.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO U.S. RESIDENTS
The following is a summary of the principal Canadian federal income tax
considerations generally applicable to a person who is a U.S. Holder. In
this summary, a "U.S. Holder" means a person who, for the purposes of the
CANADA-UNITED STATES TAX CONVENTION (1980) (the "Convention"), is a resident
of the United States and not of Canada and who, for the purposes of the
INCOME TAX ACT (Canada) (the "Canadian Tax Act"), deals at arms's length with
the Company, does not use or hold and is not deemed to use or hold the Common
Shares in carrying on business in Canada and who holds his Common Shares as
capital property. Generally, Common Shares will be considered to be capital
property to a U.S. Holder provided the U.S. Holder does not hold the Common
Shares in the course of carrying on a business and has not acquired the
Common Shares in one or more transactions considered to be an adventure in
the nature of trade. This summary is not applicable to a U.S. Holder that is
a "financial institution" for purposes of the mark-to-market rules in the
Canadian Tax Act and to Insurers who carry on an insurance business in Canada
and elsewhere whose Common Shares are "designated insurance property".
The summary is based upon the Convention, the current provisions of the
Canadian Tax Act, the regulations thereunder, and proposed amendments to the
Canadian Tax Act and regulations publicly announced by or on behalf of the
Minister of Finance, Canada, prior to the date hereof. It does not otherwise
take into account or anticipate any changes in law, whether by legislative,
governmental or judicial decision or action. The discussion does not take
into account the tax laws of the various provinces or territories of Canada.
It is intended to be a general description of the Canadian federal income tax
considerations and does not take into account the individual circumstances of
any particular shareholder. This summary is of a general nature only: U.S.
Holders should consult their own tax advisors with respect to the income tax
consequences to their holding and disposing of Common Shares having regard to
their particular circumstances.
DIVIDENDS.
U.S. Holders will be subject to a 15% withholding tax on the gross
amount of dividends paid or deemed to be paid by the Company. In the case of
a U.S. Holder that is a corporation which beneficially owns at least 10% of
the voting stock of the Company, the applicable withholding tax rate on
dividends is 5%.
-22-
A purchase of Common Shares by the Company (other than by a purchase in
the open market in the manner in which shares are normally purchased by a
member of the public) will give rise to a deemed dividend equal to the amount
paid by the Company on the purchase in excess of the paid-up capital of such
shares, determined in accordance with the Canadian Tax Act. Any such deemed
dividend will be subject to non-resident withholding tax, as described above,
and will reduce the proceeds of disposition to a holder of Common Shares for
the purposes of computing the amount of his capital gain or loss arising on
the disposition.
DISPOSITIONS.
A U.S. Holder will not be subject to tax under the Canadian Tax Act in
respect of any capital gain arising on a disposition of Common Shares
(including on a purchase by the Company) unless such shares constitute
taxable Canadian property and the U.S. Holder is not entitled to relief under
the Convention. Generally, Common Shares will not constitute taxable Canadian
property of a U.S. Holder unless, at any time during the five year period
immediately preceding the disposition of the Common Shares, the U.S. Holder,
persons with whom the U.S. Holder did not deal at arm's length or to any
combination thereof, owned or had a right to acquire not less than 25% of the
issued shares of any class or series of a class of the capital stock of the
Company. In any event, under the Convention, gains derived by a U.S. Holder
from the disposition of Common Shares will generally not be taxable in Canada
unless the value of the Company's shares is derived principally from real
property situated in Canada.
Common Shares will constitute taxable Canadian property of a U.S. Holder
that is a former Canadian resident who made an election under the Canadian
Tax Act to be deemed not to dispose of such shares on the U.S. Holder's
departure from Canada. Such U.S. Holders may not be eligible to claim the
exemption provided in the Convention for gains realized on a disposition of
Common Shares if they were resident in Canada at any time during the ten year
preceding the disposition.
ITEM 8. SELECTED FINANCIAL DATA.
Set forth below are selected and consolidated financial data for each of
the years ended December 31, 1994, 1995, 1996, 1997 and 1998, which data have
been derived from consolidated financial statements that been audited by
Raymond Chabot Grant Thornton, General Partnership, independent chartered
accountants, a member firm of Grant Thornton International.
Year Ended December 31,
-------------------------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(in thousands of Canadian dollars, except per share amounts)
INCOME STATEMENT DATA
Amounts Under Canadian GAAP (1)
Sales $176,973 $225,378 $271,277 $348,270 $578,575
Cost of Sales 125,485 159,195 192,748 251,856 416,252
-------- -------- -------- -------- --------
Gross Profit 51,488 66,183 78,529 96,414 162,323
-------- -------- -------- -------- --------
Selling, general and
administrative expenses 22,400 26,071 32,895 41,754 71,547
-23-
Year Ended December 31,
-------------------------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(in thousands of Canadian dollars, except per share amounts)
Research and Development 976 1,104 1,763 2,228 4,682
Amortization of goodwill 1,440 1,760 1,780 2,360 5,096
Financial expenses 3,289 3,194 1,695 3,247 19,022
28,105 32,129 38,133 49,589 100,347
-------- -------- -------- -------- --------
Earnings before restructuring, income
taxes and non-controlling interest 46,825 61,976
Restructuring charges 27,116 --
-------- --------
Earnings before income taxes and
non-controlling interest 23,383 34,054 40,396 19,709 61,976
Income taxes 9,050 12,500 11,800 6,110 17,973
-------- -------- -------- -------- --------
Earnings before
non-controlling interest 14,333 21,554 28,596 13,599 44,003
Non-controlling interest (36) -- -- -- --
-------- -------- -------- -------- --------
Net earnings $14,369 $21,554 $28,596 $13,599 $44,003
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Earnings per share before restructuring:
Basic $1.30
Fully diluted 1.26
Earnings per share:
Basic $0.71 $1.02 $1.18 $0.55 1.75
Fully diluted $0.68 $0.97 $1.13 $0.53 1.68
Year Ended December 31,
-------------------------------------------------------------------
1994 1995 1996 1997 1998 (3)
---- ---- ---- ---- ----
(in thousands of Canadian dollars, except per share amounts)
U.S. GAAP Earnings Reconciliation(1)
Net earnings according
to Canadian GAAP $14,369 $21,554 $28,596 $13,599 $44,003
Net earnings before the following
U.S. GAAP adjustments 14,369 21,554 28,596 13,599 44,003
Deferred preproduction and product
development costs 691 530 282 --
Decrease in the income tax expense
for the period with respect to the
income tax effects of the above (249) (191) (102) --
Difference in the determination
of income taxes 180 180 180 --
------- ------- ------- ------- -------
Net earnings according to U.S.
GAAP 14,991 22,073 28,956 13,599 44,003
====== ====== ====== ====== ======
Earnings per share according
to U.S. GAAP before restructuring charge
Basic $1.30
Diluted $1.26
-24-
Year Ended December 31,
-------------------------------------------------------------------
1994 1995 1996 1997 1998 (3)
---- ---- ---- ---- ----
(in thousands of Canadian dollars, except per share amounts)
Earnings per share according
to U.S. GAAP
Basic $0.74 $1.04 $1.20 $0.55 1.75
Diluted $0.72 $1.00 $1.15 $0.53 1.68
Year Ended December 31,
-------------------------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(in thousands of Canadian dollars, except per share amounts)
BALANCE SHEET DATA
Amounts Under Canadian GAAP(2)
Working capital $ 44,390 $ 95,672 $ 81,018 $ 60,054 (17,314)
Total assets 207,572 300,540 348,578 596,043 952,204
Long-term debt 51,667 54,680 64,026 230,067 321,163
Total liabilities 94,491 102,521 115,671 345,941 654,906
Shareholders' equity 113,081 198,019 232,907 250,102 297,298
- --------------------------
(1) In certain respects, Canadian GAAP differs from US GAAP. For a more
extensive discussion of the differences between Canadian GAAP and U.S.
GAAP, see Note 22 to the consolidated financial statements set forth in
the 1998 Annual Report to Shareholders which is attached as Exhibit 4
to, and incorporated by reference in, this Annual Report on Form 20-F.
Starting in fiscal 1997, any U.S. GAAP reconciling matters, for the
statements of earnings, were assessed to be not material enough to require
separate disclosure.
(2) Under Canadian GAAP, the financial statements are prepared using the
proportionate consolidation method of accounting for joint ventures. Under
U.S. GAAP, these investments would be accounted for using the equity
method.
See Note 22 to the consolidated financial statements set forth in the 1998
Annual Report to Shareholders which is attached as Exhibit 4 to, and
incorporated by reference in, this Annual Report on Form 20-F.
The other differences in presentation that would be required under U.S.
GAAP to the consolidated balance sheets are not viewed as significant
enough to require further disclosure.
(3) The Company adopted for the year ended December 31, 1998, the new SFAS No.
130 pertaining to comprehensive income:
1998 1997 1996
---- ---- ----
Net earnings in accordance with U.S. GAAP $44,003 $13,599 $28,956
Foreign currency translation adjustments 4,660 1,642 484
------- ------- -------
Consolidated comprehensive income 48,663 15,241 29,440
------- ------- -------
------- ------- -------
New accounting pronouncements applicable over next years
The Financial Accounting Standards Board (FASB) has issued SFAS No. 133
which outlines accounting and reporting standards pertaining to derivative
instruments and hedging activities. For U.S. GAAP reporting purposes, this
statement should be adopted for fiscal years commencing after June 15,
1999. As the Company does not presently use derivative nor hedging
instruments, there is no foreseen impact for the implementation of this new
recommendation.
-25-
The Canadian Institute of Chartered Accountants has issued a new accounting
standard concerning reporting cash flows statements (section 1540). This
standard should be adopted for fiscal years commencing after August 1,
1998. The Company has determined that the implementation of this standard
will result in the preparation of cash flows statements which will
generally be consistent with U. S. Standards.
The following table sets forth certain exchange rates, expressed in United
States dollars per Canadian dollar, determined by the noon buying rates in New
York City for cable transfers in Canadian dollars as certified for customs
purposes by the Federal Reserve Bank of New York. On May 11, 1999, the noon
buying rate was CDN. $1.00 = U.S. $0.6879.
Year Ended December 31,
------------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(All amounts in United States dollars)
Exchange rate at end
of period $0.7128 $0.7323 $0.7297 $0.6999 $0.6504
Average exchange rate
during period $0.7302 $0.7305 $0.7296 $0.7221 $0.6714
Highest exchange rate
during period $0.7632 $0.7527 $0.7477 $0.7487 $0.7105
Lowest exchange rate
during period $0.7103 $0.7023 $0.7271 $0.6962 $0.6341
The Company has no written policy for the payment of dividends. On March
8, 1993, the company paid its first dividend of CDN. $0.05 or U.S. $0.04 per
common share to shareholders of record on March 19, 1993. On March 14, 1994,
the Company declared a dividend of CDN. $0.06 or U.S. $0.04 per common share to
shareholders of record on March 23, 1994. Dividends totaling CDN. $1.2 Million
were paid on March 31, 1994. On March 14, 1995, the Company declared a dividend
of CDN. $0.07 or U.S. $0.05 per common share to Shareholders of record on March
23, 1995. Dividends totaling CDN. $1.4 Million were paid on March 30, 1995. On
February 28, 1996, the Company declared a dividend of CDN. $0.085 or U.S. $0.06
per common share to Shareholders of record on March 8, 1996. Dividends totaling
CDN. $2.0 Million were paid on March 22, 1996. On March 4, 1997, the Company
declared a dividend of CDN. $0.10 or U.S.$0.073 per common share to Shareholders
of record on March 13, 1997. Dividends totaling CDN. $2.5 Million were paid on
March 27, 1997. On March 10, 1998, the Company declared a dividend of CDN.
$0.013 or U.S. $0.092 per common share to Shareholders of record on March 20,
1998. Dividends totaling CDN. $3.3 Million were paid on March 31, 1998. On
March 9, 1999, the Company declared a dividend of CDN. $0.16 or U.S.$0.106 to
Shareholders of record on March 19, 1999. Dividends totaling CDN.$4.5 Million
were paid on April 5, 1999.
-26-
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Reference is made to "Management's Discussion and Analysis" on Pages 7
through 18 of Registrant's 1998 Annual Report to Shareholders, which is
incorporated herein by reference and which is included as Exhibit 4 to this
Annual Report on Form 20-F.
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(a) QUANTITATIVE INFORMATION ABOUT MARKET RISK
The following table provides information about the Company's financial
statements that are sensitive to changes in interest rates, which
include the Company's bank indebtedness, credit facilities, and
long-term debt. For long-term debt, the table presents principal cash
flows and related interest by expected maturity dates.
As of December 31, 1998:
Expected Maturity Date
1998
1998 1999 2000 2001 2002 2003 THEREAFTER TOTAL FAIR VALUE
---- ---- ---- ---- ---- ---- ---------- ----- ----------
(CDN$ in thousands)
Long-term Debt $ -0- (1) $3,064 $53,609 $53,214 $2,405 $683 $211,252 $324,227 $338,476(2)
Bank Indebtedness & $186,874(3) -- -- -- -- -- -- -- --
Credit Facilities
_________________________________
1. Long-term debt consists of the following:
(a) US#137,000,000 Senior Notes: Senior unsecured U.S. dollar Notes,
bearing interest at 6.82%, payable semi-annually, maturing March 31,
2008.
(b) US$33,000,000 Series 1,2 and 3 Notes: Senior unsecured U.S. dollar
Notes, bearing interest at an effective rate of 7.78% (7.78% in 1997),
payable semi-annually. These Notes mature on June 1, 2001.
(c) US$33,001,000 bank loan under a revolving credit facility: Senior
unsecured U.S. dollar bank loan under a US$50 million revolving credit
facility maturing April 1, 2000. This loan bears interest at U.S.
prime rate or LIBOR plus 1.00%. As at December 31, 1998, the
effective interest rate pertaining to the bank loan was 6.9%.
(d) Other Debt: Consists of government loans, mortgage loans in a joint
venture, obligations related to capitalized leases and other loans at
fixed and variable interest rates ranging from interest-free to 8.25%
and requiring periodic principal repayments through 2008.
2. For all debts with fixed interest rates, the fair value has been determined
based on the discounted value of cash flows under the existing contracts
using rates representing those which the Company could currently obtain for
loans with similar terms, conditions and maturity dates. For the debts
with floating interest rates, the fair value is closely equivalent to their
carrying amounts. (The fair value of cash, receivables, bank indebtedness,
as well as accounts payable and accrued liabilities is equivalent to
carrying amounts, given the short maturity period of such financial
instruments. The fair value of receivables from joint ventures
approximates the carrying amounts reported in the consolidated balance
sheets.)
3. The bank indebtedness consists of the utilized portion of unsecured demand
and revolving bank credit facilities and cheques issued which have not been
drawn from the facilities and is reduced by any cash balances. As of
December 31, 1998, the Company had:
-27-
- A US$100 million senior unsecured bank loan under a term credit
facility which matures August 22, 1999. This loan bears interest at
U.S. prime rate plus a premium varying between 0.50% and 1.25% or
LIBOR plus a premium varying between 1.25% and 2.00%. As of December
31, 1998, the effective interest rate pertaining to the bank loan was
approximately 7.8%.
- $30 million of revolving credit facilities from Canadian financial
institutions of which $2.2 million was utilized as at December 31,
1998.
- US$30 million of revolving credit facilities from U.S. and Canadian
financial institutions of which US$8.4 million was utilized as at
December 31, 1998.
The effective interest rate on the used portion of these credit facilities
was 8.0% as of December 31, 1998 (5.0% as of December 31, 1997).
FOREIGN EXCHANGE RISK MANAGEMENT
The Company's objective in managing foreign exchange risk is to protect
against cash flow and balance sheet volatility resulting from changes in foreign
exchange rates. Substantially all of the company's revenues are denominated in
U.S. dollars. Long-term debt denominated in U.S. dollars exposes the Company to
changes in foreign exchange rates. As of December 31, 1998, the Company did not
hold any derivative instruments related to foreign currency risk.
(b) QUALITATIVE INFORMATION ABOUT MARKET RISK
The Company is exposed to various types of market risk in the normal course
of business, including the impact of interest rate changes and foreign currency
exchange rate fluctuations. The Company does not presently use derivative nor
hedging instruments and does not hold derivatives for trading purposes.
INTEREST RATE RISK MANAGEMENT AND SENSITIVITY
The Company's objective in managing its cash flow exposure to fluctuations
in interest rate is to maintain a mix of fixed and variable-rate debt that will
limit its exposure to within reasonable risk parameters. Generally, the fair
market value of fixed interest rate debt will increase as interest rates fall
and decrease as interest rates rise. Changes in interest rates will affect the
market value but do not impact earnings or cash flows. Conversely for floating
rate debt, interest rate changes generally do not affect the fair market value
but do impact future earnings and cash flows assuming other factors are held
constant.
FOREIGN EXCHANGE RISK MANAGEMENT
The Company's objective in managing foreign exchange risk is to protect
against cash flow and balance sheet volatility resulting from changes in foreign
exchange rates. Substantially all of the company's revenues are denominated in
U.S. dollars. Long-term debt denominated in U.S. dollars exposes the Company to
changes in foreign exchange rates. As of December 31, 1998, the Company did not
hold any derivative instruments related to foreign currency risk.
-28-
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT.
The name and office with the Company of each person who is, or has been
chosen to become, a Director or executive officer of the Company as of the date
hereof are set forth in the following table.
NAME AGE POSITION
Melbourne F. Yull 58 Chairman of the Board,
Chief Executive Officer and Director
H. Dale McSween 49 Executive Vice President and
Chief Operating Officer
Andrew M. Archibald 53 Chief Financial
Officer, Secretary, Treasurer and
Vice President Administration
Lloyd W. Jones 61 Corporate Vice-President
Salvatore Vitale 35 Vice-President, Finance
Jim Bob Carpenter 43 Vice President, Sales-Woven Products
Joseph D. Bruno 60 Vice President, Distribution Products
Richard Gerrior 52 Vice President, Manufacturing, Truro
James A. Jackson 50 Vice President, Chief Information Officer
Eric E. Baker 65 Director
Michael L. Richards 60 Director
James A. Motley, Sr. 70 Director
Irvine Mermelstein 72 Director
L. Robbie Shaw 56 Director
Ben J. Davenport, Jr. 56 Director
Gordon R. Cunningham 54 Director
MELBOURNE F. YULL, founder of the Company, has been the Chief Executive Officer
and a director of the Company since 1989 and was a director of the predecessor
company since 1981. He was President of the predecessor company from 1981 to
1989 and President of the Company until June, 1994. He has been Chairman of the
Board since January, 1995. Mr. Yull has over 27 years experience in the
packaging industry, primarily related to both extrusion and coating.
-29-
H. DALE MCSWEEN has served as Executive Vice-President and Chief Operating
Officer since May 1995. Prior thereto he was Senior Vice-President since
1990. From 1987 to 1989 Mr. McSween was the President and Chief Executive
Officer of Polymer International (N.S.) Incorporated. The Company indirectly
acquired all of the shares of Polymer International during 1989, and it
became part of Intertape Polymer Inc. in January 1990 in the context of a
corporate reorganization. From 1982 to 1987, Mr. McSween was the Director of
Sales and Marketing of Polymer International.
ANDREW M. ARCHIBALD has been Chief Financial Officer, Secretary, Treasurer
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. Prior to
1989 he was an audit and financial consulting service partner with Raymond,
Chabot, Martin, Pare, Chartered Accountants.
LLOYD W. JONES has been Corporate Vice-President since June 1994. Previously
he was Vice-President Manufacturing since 1990. He was also President and a
director of International Container Systems, Inc. from 1989 to 1994.
International Container was a public company which was merged with Polymer
International Corp. ("PIC") in late 1994. Mr. Jones is President of PIC.
SALVATORE VITALE has been Vice President Finance since September 1, 1998. He
was Controller of the Company since May 1997. Prior to that time, he was a
business unit controller for various manufacturing companies.
JIM BOB CARPENTER has been Vice President, Sales-Woven Products, since
September 1, 1999. Prior to that time, he was General Manager of
polypropelene products for Fina Corporation.
JOSEPH BRUNO has been Vice President, Distribution Products, since September
1, 1998. He was Vice President, Sales & Marketing from April 1996. Prior to
that time, he was Vice-President/General Manager of Clark Brothers Industries.
JAMES A. JACKSON has been Vice-President, Chief Information Officer, since
September 1, 1998. Prior to 1999, he was a principal in a Distribution
Logistics company, Spectrum Information Management Systems, Inc.
RICHARD GERRIOR has been Vice-President, Manufacturing Truro since 1990.
From 1968 to 1989 he served in various manufacturing management positions
with Polymer International.
ERIC E. BAKER, has served as a director of the Company since 1984. He was
Chairman of the Board from 1984 to January 1995. He has been President of
Miralta Capital II, Inc., a venture capital company, and is the President of
Almiria Capital Corp., a venture capital company, and its predecessor,
Altamira Capital Corp. since 1984.
MICHAEL L. RICHARDS has served as a Director of the Company and its
predecessor, Systems, since 1981. Mr. Richards is a Senior Partner at the
law firm of Stikeman, Elliott, Montreal, Quebec.
-30-
JAMES A. MOTLEY, SR., has been a director of the Company since February 1992.
He is a Director of American Bank and Trust Company and American National Bank
Shares, Inc. and was formerly Chairman of the Board and Chief Executive Officer
of the same firms.
IRVINE MERMELSTEIN, a director of the Company since March 1994, is a resident
of Tucson, Arizona and Halifax, Nova Scotia, and is the managing partner of
Market-Tek, management consultants.
L. ROBBIE SHAW, a resident of Halifax, Nova Scotia, has been a director of
the Company since June 1994. He was Vice-President Marketing and Public
Affairs of Nova Scotia Power from 1993 to 1995, and since then, Vice
President Customer Service and Marketing. Prior to that, Mr. Shaw was
Managing Partner for Atlantic Canada of Peat Marwick Stevenson Kellogg, a
management consulting firm.
BEN J. DAVENPORT, JR. has been a director of the Company since June 1994. He
is a resident of Chatham, Virginia, and has been since 1983 the President of
Chatham Oil Company, a distributor of oil, gasoline and propane. He also is
the Chairman of the Board and Chief Executive Officer of First Piedmont
Corporation, a waste hauling business.
GORDON R. CUNNINGHAM was elected a director of the Company last year. He is
a resident of Toronto, Ontario, and is President of Cumberland Asset
Management Corp., formerly known as Connor Capital Management Corp. Prior to
that Mr. Cunningham was President and Chief Executive Officer of London Life
Insurance Co. and President and Chief Executive Officer of London Insurance
Group.
STATEMENT OF COMPANY GOVERNANCE PRACTICES
In 1995, The Toronto Stock Exchange adopted a requirement that
disclosure be made by each listed company of its corporate governance system
by making reference to The Toronto Stock Exchange Guidelines for Corporate
Governance (the "Guidelines"). Compliance with the Guidelines is not
mandatory but each listed corporation is required to explain where its system
of governance differs from the Guidelines.
MANDATE OF THE BOARD
The mandate of the Board of Directors is to supervise the management of
the business and affairs of the Company, including the development of major
policy and strategy. The Board meets at least quarterly, and more frequently
as required to consider particular issues or conduct specific reviews between
quarterly meetings whenever appropriate. Governance responsibilities are
undertaken by the Board as a whole, with certain specific responsibilities
delegated to the audit and compensation committees as described below.
COMPOSITION OF THE BOARD
The Company's Board currently consists of eight directors, five of whom are
unrelated directors in accordance with the definition of an unrelated director
in the Guidelines.
-31-
CHAIR OF THE BOARD
The Board is chaired by a director who is also the Chief Executive Officer
of the Company. The Board is of the view that this does not impair its ability
to act independently of management due to the independence of the remaining
members of the Board and the role of the Board in determining its own policies,
procedures and practices, and ensuring that the appropriate information is made
available to the Board.
COMMITTEES
The Board has established two committees, the Audit Committee and the
Compensation Committee, to facilitate the carrying out of its duties and
responsibilities and to meet applicable statutory requirements. 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. The
Compensation Committee, as presently constituted, does not comply with the
Guidelines, inasmuch as it has two related directors and two unrelated
directors. The Board has decided not to modify its composition for the reasons
outlined below.
The following is a description of the Committees of the Board and their
mandate:
- Audit Committee: The mandate of the Committee is to review the annual
financial statements of the Company and to make recommendations to the Board of
Directors in respect thereto. The Committee also reviews the nature and scope
of the annual audit as proposed by the auditors and management and, with the
auditors and management, the adequacy of the internal accounting control
procedures and systems within the Company. The Committee also makes
recommendations to the Board regarding the appointment of independent auditors
and their remuneration and reviews any proposed change in accounting practices
or policies.
- Compensation Committee: The Committee is responsible for the
determination and administration of the compensation policies and levels for the
executive officers of the Company and its subsidiaries. The recommendations of
the Committee are communicated to the Board of Directors. The compensation of
the Chief Executive Officer and the recommendation for the granting of stock
options to executive officers are submitted to the Board of Directors for
approval. The Chairman and Chief Executive Officer is a member of this
Committee. The Board of Directors considers his participation in the Committee
as essential and feels he should continue to serve on the Committee provided the
other members are outside directors. Mr. Yull does not, however, participate in
the Committee's or the Board's deliberations concerning the recommendation on
his own compensation.
DECISIONS REQUIRING BOARD APPROVAL
All major decisions concerning, among other things, the Company's corporate
status, capital, debt financing, securities, distributions, investments,
acquisitions, divestitures and strategic alliances, are subject to approval by
the Board of Directors. In particular, capital investments and other outlays
-32-
of an aggregate monetary amount of one million dollars or more are subject to
the prior approval of the Board of Directors.
DIRECTOR RECRUITMENT AND BOARD EFFECTIVENESS
All the directors presently in office and proposed to be elected (other
than Mr. Cunningham) at the next annual meeting of shareholders have served as
directors in good standing of the Company since 1994 and the majority of them
have served since it became a reporting issuer in 1992. The Board of Directors
has not adopted a formal policy for the recruitment of directors.
Participation of directors is expected at all Board of Directors and
Committee meetings to which they are called. Directors are asked to notify the
Company if they are unable to attend, and attendance at meetings is duly
recorded. All the directors have agreed to contribute to the evaluation of
their collective as well as their individual performances.
SHAREHOLDER COMMUNICATION AND FEEDBACK
The fundamental objective of the Company's shareholder communication policy
is to ensure open, accessible and timely exchange of information with all
shareholders respecting the business, affairs and performance of the Company,
subject to the requirements of securities legislation in effect and other
statutory and contractual obligations limiting the disclosure of such
information.
In order to facilitate the effective and timely dissemination of
information to all shareholders, the Company releases its disclosed information
through news wire services, the general media, telephone conferences with
investment analysts and mailings to shareholders.
DIRECTORS' AND OFFICERS' INSURANCE
The Company maintains directors' and officers' liability insurance covering
liability, including defense costs, of directors and officers of the Company
incurred as a result of acting as such directors and officers, provided they
acted honestly and in good faith with a view to the best interests of the
Company. The current limit of insurance is $25,000,000 and an annual premium of
$143,000 was paid by the Company in the last completed financial year with
respect to the period from October 1998 to December 1999. Claims payable to the
Company are subject to a retention of $250,000 per occurrence.
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS.
Under most circumstances, the Company's bonus policy provides for the
payment of bonuses to its officers based on the performance of the Company.
Bonuses are paid to certain officers if the net income of their respective
divisions reaches a certain percentage of the budgeted net income. Such bonuses
are set at 0% of the salary of the particular executive if net income equals 80%
of budgeted net income, increasing on a straight line basis to a maximum of 50%
(60% with respect to the Chief Executive Officer) as net income increases to
100% of budgeted net income. Bonuses are paid yearly after the receipt of the
audited financial statements of the Company.
-33-
The Company provided certain executive officers with non-cash compensation,
including the use of a car or a car allowance and the reimbursement of related
expenses, during the year ended December 31, 1998. Such non-cash compensation
for the Company's officers did not exceed an aggregate of $50,000 for that year.
The aggregate compensation paid by the Company for the year ended December
31, 1998, to all directors and executive officers as a group, for services in
all capacities, was $3,926,061.
The aggregate amount accrued or set aside by the Company for the year ended
December 31, 1998 to provide pension, retirement or similar benefits, to all
directors and executive officers as a group was $2,092,000.
The following table sets forth all compensation paid in 1998 in respect of
the individuals who were, at December 31, 1998, the Chief Executive Officer and
the other four (4) most highly compensated executive officers of the Corporation
(the "named executive officers").
ANNUAL COMPENSATION
OTHER ANNUAL
NAME SALARY $ BONUS $ COMPENSATION $(1)
M. F. Yull 610,493 732,592 30,431
D. McSween 289,324 289,324 9,949
A. M. Archibald 236,510 236,510 32,920
K. Rogers U.S. 160,000 U.S. 128,000 U.S. 4,837
L. W. Jones U.S. 228,367 U.S. 228,367 U.S. 5,711
- ---------------
(1) Perquisites and other personal benefits do not exceed the lesser of $50,000
and 10% of the total of the annual salary and bonus for any of the named
executive officers. The amounts in this column related to taxable benefits on
employee loans and company contribution to the pension plan.
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES.
EXECUTIVE STOCK OPTION PLAN
In the context of its initial public offering, the Company established an
ongoing Executive Stock Option Plan. The ongoing Executive Stock Option Plan of
the Company is designed to promote a proprietary interest in the Company among
its executives, to encourage the executives to further the development of the
Company and to assist the Company in attracting and retaining executives
necessary for the Company's long-term success. The Executive Stock Option Plan
is administered by the Board
-34-
of Directors. The shares offered under the Executive Stock Option Plan are
common shares of the Company. The total number of shares reserved for
issuance under the Plan and any other insider stock option or stock purchase
plan will not exceed 10% of the issued and outstanding common shares of the
Company from time to time.
The Board of Directors designates from time to time from the eligible
executives those to whom options are granted and determines the number of shares
covered by such options. Generally, participation in the Plan will be limited
to persons holding positions that can have a significant impact on the Company's
long-term results. The number of common shares to which the options relate will
be determined by taking into account, INTER ALIA, 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 will be 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 grant. The Plan provides that options issued thereunder
shall vest 25% per year over four years.
As of December 31, 1998, there were outstanding options to purchase a total
of 2,406,067 of the Company's common shares, of which options to purchase a
total of 1,623,620 common shares are held by the directors and officers as a
group.
The following table sets forth the exercise price and expiration date for
all of the currently outstanding options:
NUMBER OF
OPTION SHARES EXERCISE PRICE EXPIRATION DATE
CDN.$ U.S.$
146,700 $5.035 $4.25 February, 2002
92,050 $6.125 $4.813 January, 2003
5,600 $7.730 $6.022 July, 2003
150,000 $7.915 $6.040 October, 2003
100,000 $8.585 $6.406 December, 2003
39,850 $10.465 $7.710 March, 2004
8,500 $11.175 $8.260 October, 2004
94,900 $11.175 $8.135 January, 2005
49,034 $12.095 $8.575 March, 2005
100,000 $14.890 $10.860 June, 2005
290,100 $22.500 $16.300 February 2006
20,000 $24.780 $17.840 August, 2006
-35-
339,900 $26.51 $19.09 May, 2003
299,000 $29.03 $20.59 December, 2003
274,650 $32.92 $23.26 March, 2004
296,650 $32.92 $23.26 March, 2004
5,000 $33.90 $23.01 May, 2004
20,000 $30.65 $19.50 September, 2004
405,500 $25.86 $16.69 October, 2004
16,816 $29.75 $19.30 November, 2004
2,748,934
---------
---------
In addition, on December 31, 1998, certain executive officers were credited
notional units, based on salary, related to the market price of the Company's
common shares. Each such unit credited to the officers corresponds to one
common share of the Company. These units do not vest for three years and are
paid in full at the end of the three-year period. The value of the units
fluctuates with share appreciation (and depreciation) and additional
entitlements (dividend equivalents) may be awarded by the Company to compensate
the holder of these units for any dividends paid to the shareholders of the
Company. If employment is terminated during the three-year restriction period,
the units will be cancelled. No notional units have vested under this plan.
Payments on these units are treated as free-standing Stock Appreciation Rights
("SARs") and reported in the table below.
The following table sets forth individual grants of options under the Plan
and SARs during the financial year ended December 31, 1998 to the named
executive officer:
OPTIONS/SAR GRANTS DURING THE
FINANCIAL YEAR ENDED DECEMBER 31, 1998
Market Value of
% of Total Securities
Securities Under Options/SARs Underlying
Options/SAR's Granted to Options/SARs on
Granted Employees in Exercise Price Date of Grant
Name (#) Financial Year ($) ($) Expiration Date
- ---------------- -------------------- -------------------- ------------------ ------------------ -----------------
M. F. Yull 200,000(1) 26.77 25.86 25.86 October 10, 2009
1,006(2) 0.13 U.S.$25.50 U.S.$25.50 December 31, 2001
D. McSween 25,000(1) 3.35 25.86 25.86 October 10, 2009
17,500(1) 2.34 29.75 29.75 November 2, 2009
623(2) 0.08 39.00 39.00 December 31, 2001
A.M. Archibald 25,000(1) 3.35 25.86 25.86 October 10, 2009
553(2) 0.07 39.00 39.00 December 31, 2001
-36-
Market Value of
% of Total Securities
Securities Under Options/SARs Underlying
Options/SAR's Granted to Options/SARs on
Granted Employees in Exercise Price Date of Grant
Name (#) Financial Year ($) ($) Expiration Date
- ---------------- -------------------- -------------------- ------------------ ------------------ -----------------
K. Rogers 20,000(1) 2.68 U.S.$23.26 U.S.$23.26 March 10, 2009
15,000(1) 2.01 U.S.$16.69 U.S.$16.69 October 10, 2009
390(2) 0.05 U.S.$25.50 U.S.$25.50 December 31, 2001
L.W. Jones 50,000(1) 6.69 U.S.$23.26 U.S.$23.26 March 10, 2009
25,000(1) 3.35 U.S.$16.69 U.S.$16.69 October 10, 2009
- ---------------
(1) Represents securities under options granted.
(2) Represents securities under SARs granted.
The following table sets forth each exercise of options during the
financial year ended December 31, 1998 by the named executive officers. No SARs
vested during the financial year ended December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES DURING THE FINANCIAL YEAR ENDED
DECEMBER 31, 1998 AND FINANCIAL YEAR-END OPTION/SAR VALUES
Securities Value of
Acquired Aggregate Unexercised Options/SARs
On Value Unexercised Options/SARs at at FY-End
Exercise Realized FY-End (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- ---------------- ------------------ -------------------------------- -------------------------------
M.F. Yull Nil n/a 191,500 / 452,500 7,468,500 / 17,647,500
D. McSween 50,000 1,625,000 121,369 / 120,623 4,733,391 / 4,704,297
A.M. Archibald Nil n/a 150,115 / 107,571 5,854,485 / 4,195,269
K. Rogers Nil n/a 105,803 / 65,601 4,126,317 / 2,558,439
L. W. Jones 23,770 U.S.$544,566 17,957 / 98,319 700,323 / 3,834,441
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.
INDEBTEDNESS TO THE COMPANY
Officers of the Company are currently indebted to the Company in
respect of interest-free loans granted for the purpose of purchasing Common
Shares of the Company upon the exercise of options. Such loans are repayable
not later than September 30, 1999. As of May 11, 1999, the aggregate
indebtedness of all officers to the Company entered into in connection with the
purchase of common shares was $399,531. The following table summarizes the
largest amount of the loans outstanding since January 1, 1998, and the amount
outstanding on May 11, 1999.
-37-
LARGEST AMOUNT
NAME AND MUNICIPALITY OUTSTANDING DURING AMOUNT OUTSTANDING
OF RESIDENCE FISCAL YEAR ENDED 12/31/98 ON MAY 11, 1999
Melbourne F. Yull $369,218 $369,218
Chairman of the Board and
Chief Executive Officer
Montreal, Quebec
H. Dale McSween $ 30,313 $ 30,313
Executive Vice President and
Chief Operating Officer
Sarasota, Florida
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
On July 1, 1998, the Company entered into a new employment agreement with
Melbourne F. Yull. Pursuant to the terms of the employment agreement, Mr. Yull
agreed to continue to serve as Chairman of the Board and Chief Executive Officer
of the Company and its subsidiaries initially at a fixed annual gross salary and
subsequently at compensation levels to be reviewed annually by the Company in
accordance with its internal policies. The agreement provides for annual
bonuses based on budgeted objectives of the Company. The agreement also
provides for the payment of 24 months of Mr. Yull's remuneration in the event of
termination without cause or resignation within six months of a change of
control. Further, it provides for all options for the acquisition of common
shares of the Company previously granted to Mr. Yull to become immediately
vested and exercisable in the event of his termination without cause, or his
resignation within six months of a change of control, or his retirement at any
time after his 60th birthday or in the event of his death, and that they must be
exercised within ninety (90) days following the effective date of such
termination, resignation, retirement or death. In addition to his participation
in the pension plan, the employment contract provides for Mr. Yull to receive,
upon his ceasing to be an employee for any reason, a defined benefit
supplementary pension annually for life equal to two percent of his average
annual gross salary for the final five years of his employment multiplied by his
years of service with the Company.
On June 13, 1989, predecessors of Intertape Polymer Inc. entered into an
employment agreement with Lloyd W. Jones, whereby he agreed to act as President
of a subsidiary as well as in such other positions within the Intertape Polymer
Group as would be agreed upon between the parties. The agreement is renewed
yearly for an additional one-year term and Mr. Jones' compensation is agreed
upon on an annual basis, including the salary and the basis for the
determination of the annual bonus.
The Company has entered into change-in-control letter agreements dated
August 8, 1996 with Messrs. McSween, Archibald, Rogers and Jones. These letter
agreements provide that if, within a period of six months after a change in
control of the Company, (a) an executive voluntarily terminates his employment
with the Company, or (b) the Company terminates an executive's employment
without cause, such executive will be entitled to a lump sum in the case of his
resignation or an indemnity in
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lieu of notice in a lump sum in the case of his termination, equal to fifteen
months of such executive's remuneration at the effective date of such
resignation or termination. In addition, all options for the acquisition of
common shares of the Company previously granted to such executive under the
Plan shall become immediately vested and exercisable and must be exercised
within 90 days following the effective date of such resignation or
termination.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
The management of the Company is unaware of any material interest of
any director or officer of the Company, of any management nominee for election
as a director of the Company or of any person who beneficially owns or exercises
control or direction over shares carrying more than 10% of the voting rights
attached to all shares of the Company or any associate or affiliate of any such
person, in any transaction since the beginning of the last completed fiscal year
of the Company or in any proposed transaction that has materially affected or
will materially affect the Company or any of its affiliates.
PART II
Not Applicable
PART III
ITEM 15. DEFAULTS FROM SENIOR SECURITIES.
None Reportable
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
SECURITIES.
None Reportable
PART IV
ITEM 17. FINANCIAL STATEMENTS.
Reference is made to the Company's Financial Statements, and the notes
thereto, together with the Auditors' Report, on Pages 19 through 45 of
Registrant's 1998 Annual Report to
-39-
Shareholders which is incorporated herein by reference and which is included
as Exhibit 4 to this Annual Report on Form 20-F, and to the Financial
Statement Schedules, together with the Auditor's Report thereon, included as
part of this Annual Report on Form 20-F.
ITEM 18. FINANCIAL STATEMENTS.
Not Applicable
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS.
(a) (1) Financial Statements Page(s)
Auditors' Report A-1 **
Consolidated Earnings 20 *
Consolidated Retained Earnings 20 *
Consolidated Changes in Cash
Resources 21 *
Consolidated Balance Sheets 22 *
Notes 1-22 to the Financial
Statements 23-45 *
(a) (2) Financial Statement Schedules
Auditors' Report F-1 **
Schedule II - Valuation and
Qualifying Accounts F-2 **
(b) Exhibits
1 Renewal of operating line of credit between Intertape
Polymer Inc. and the National Bank of Canada dated
April 29, 1996 ***
2.1 Fourth Lease Amendment between Intertape Polymer
Corp. and Danville Industrial Development Incorporated
dated February 1, 1993 ***
2.2 Fifth Lease Amendment between Intertape Polymer
Corp. and Danville Industrial Development Incorporated
dated September 6, 1995 ***
2.3 Loan Agreement between Intertape Polymer Corp.,
Intertape Polymer Inc., Intertape Polymer Group Inc.
and Danville Industrial Development and American
-40-
National Bank and Trust Company ***
3 [Deleted]
4 Registrant's 1998 Annual Report to
Shareholders
5 Consent of Independent Auditors
6 Note agreements between Intertape Polymer Group
Inc. and various institutions dated January 1, 1996 ***
7 Amended Memorandum of lease between Intertape
Polymer Corp. and Danville Industrial
Development, Inc. dated May 14, 1996 ***
8 Loan modification agreement between Danville
Industrial Development Incorporated,
American National Bank and Trust Company,
Intertape Polymer Corp., Intertape Polymer
Inc. and Intertape Polymer Group Inc. dated
July, 1996 ***
9 Loan documents between Danville Industrial
Development, Incorporated and American
National Bank and Trust Company, dated
August 15, 1996. ***
10 Acquisition Agreement between Intertape
Polymer Group Inc. and STC Corp. dated
December 16, 1997. ***
11 Loan Documents between IPG Holdings,
L.P. and Toronto Dominion Bank dated
December 15, 1997 and Guaranty by
Intertape Polymer Group Inc. ***
12 Revolving Credit Facility between IPG
Holdings, L.P. and Comerica Bank
dated December 15, 1997 and Guaranty
by Intertape Polymer Group Inc. ***
13 Restated Revolving Credit Agreement
between IPG Holdings, L.P. and
Comerica Bank dated as of May 8, 1998
14 First Amendment to Restated Revolving
Credit Agreement dated as of September 1, 1998
-41-
15 Second Amendment to Restated Revolving
Credit Agreement dated as of January 22, 1999
16 Stock Purchase Agreement between Intertape Polymer
Group Inc., Coating Technologies International, Inc.
and Anchor Continental Holdings, Inc. dated August 19, 1998
- -----------------------------
* The financial statements filed as part of this report are incorporated
herein by reference to the 1998 Annual Report to Shareholders which is
included as Exhibit 4 to this Annual Report on Form 20-F. References to
page numbers are references to the applicable page in the 1998 Annual
Report.
** References are to pages in this Annual Report on Form 20-F.
*** Previously filed as an exhibit to registrant's Annual Report on Form 20-F,
Commission File No. 1-10928, and incorporated herein by reference.
-42-
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTERTAPE POLYMER GROUP INC.
(Registrant)
(SIGNED) Andrew M. Archibald, C.A.
----------------------------------
(Signature)
Name: Andrew M. Archibald, C.A.
Title: Chief Financial Officer,
Secretary, Treasurer, and
Vice President Administration
Date: May 20, 1999
-43-
Exhibit Index
1 Renewal of operating line of credit between Intertape
Polymer Inc. and the National Bank of Canada dated
April 29, 1996 ***
2.1 Fourth Lease Amendment between Intertape Polymer
Corp. and Danville Industrial Development Incorporated
dated February 1, 1993 ***
2.2 Fifth Lease Amendment between Intertape Polymer
Corp. and Danville Industrial Development Incorporated
dated September 6, 1995 ***
2.3 Loan Agreement between Intertape Polymer Corp.,
Intertape Polymer Inc., Intertape Polymer Group Inc.
and Danville Industrial Development and American
National Bank and Trust Company ***
3 [Deleted]
4 Registrant's 1998 Annual Report to
Shareholders
5 Consent of Independent Auditors
6 Note agreements between Intertape Polymer Group
Inc. and various institutions dated January 1, 1996 ***
7 Amended Memorandum of lease between Intertape
Polymer Corp. and Danville Industrial
Development, Inc. dated May 14, 1996 ***
8 Loan modification agreement between Danville
Industrial Development Incorporated,
American National Bank and Trust Company,
Intertape Polymer Corp., Intertape Polymer
Inc. and Intertape Polymer Group Inc. dated
July, 1996 ***
9 Loan documents between Danville Industrial
Development, Incorporated and American
National Bank and Trust Company, dated
August 15, 1996. ***
-44-
10 Acquisition Agreement between Intertape
Polymer Group Inc. and STC Corp. dated
December 16, 1997. ***
11 Loan Documents between IPG Holdings,
L.P. and Toronto Dominion Bank dated
December 15, 1997 and Guaranty by
Intertape Polymer Group Inc. ***
12 Revolving Credit Facility between IPG
Holdings, L.P. and Comerica Bank
dated December 15, 1997 and Guaranty
by Intertape Polymer Group Inc. ***
13 Restated Revolving Credit Agreement between
IPG Holdings, L.P. and Comerica Bank dated as
of May 8, 1998.
14 First Amendment to Restated Revolving
Credit Agreement dated as of September
1, 1998.
15 Second Amendment to Restated Revolving
Credit Agreement dated as of January 22,
1999.
16 Stock Purchase Agreement between Intertape Polymer
Group Inc., Coating Technologies International, Inc.
and Anchor Continental Holdings, Inc. dated
August 19, 1998
- --------------------------------------
*** Previously filed as an exhibit to registrant's Annual Report on Form 20-F,
Commission File No. 1-10928, and incorporated herein by reference.
-45-
AUDITORS' REPORT
To the Shareholders of
INTERTAPE POLYMER GROUP INC.
We have audited the consolidated balance sheets of Intertape Polymer Group
Inc. as at December 31, 1998 and 1997 and the consolidated statements of
earnings, retained earnings and changes in cash resources for the years ended
December 31, 1998, 1997 and 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in Canada. Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December
31, 1998 and 1997 and the results of its operations and the changes in its
financial position for the years ended December 31, 1998, 1997 and 1996 in
accordance with generally accepted accounting principles in Canada.
Generally accepted accounting principles in Canada differ in some respects
from those applicable in the United States of America (See Note 22).
/s/ Raymond Chabot Grant Thornton
General Partnership
Chartered Accountants
Montreal, Canada
March 9, 1999
AUDITORS' REPORT ON SCHEDULE II
To the Board of Directors of
Intertape Polymer Group Inc.
In connection with our audit of the Consolidated Financial Statements of
Intertape Polymer Group Inc. referred to in our report dated March 9, 1999,
which is included in the Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the year ended December 31, 1998 on Form
20-F, we have also audited Schedule II for each of the years in the three
year period ended December 31, 1998. In our opinion, this schedule presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related Consolidated Financial Statements taken as a
whole.
/s/ Raymond Chabot Grant Thornton
General Partnership
Chartered Accountants
Montreal, Canada
March 9, 1999
SCHEDULE II
INTERTAPE POLYMER GROUP INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
BALANCE AT ADDITIONS AMOUNTS
BEGINNING CHARGED TO ASSUMED UNDER BALANCE AT END
OF YEAR EXPENSES DEDUCTIONS ACQUISITIONS OF YEAR
---------- ---------- ---------- ------------- --------------
DESCRIPTION
ALLOWANCE FOR DOUTFUL ACCOUNTS
Year ended December 31, 1998 $1,935 $561 $201 $1,087 $3,382
------ ---- ---- ------ ------
------ ---- ---- ------ ------
Year ended December 31, 1997 $ 764 $455 $162 $ 878 $1,935
------ ---- ---- ------ ------
------ ---- ---- ------ ------
Year ended December 31, 1996 $ 689 $217 $142 -- $ 764
------ ---- ---- ------ ------
------ ---- ---- ------ ------