SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May, 2004
Commission File Number 1-10928
INTERTAPE POLMER GROUP INC.
110E Montee de Liesse, St. Laurent, Quebec, Canada, H4T 1N4
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F _____ Form 40-F X
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): __________
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): __________
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934. Yes_________ No X
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______
The Information contained in this Report is incorporated by reference into
Registration Statement No. 333-109944
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERTAPE POLYMER GROUP INC.
Date: May 14, 2004 By: /s/Andrew M. Archibald
Andrew M. Archibald, CA
Chief Financial Officer, Secretary,
and Vice President Administration
2004 FIRST QUARTERLY REPORT
INTERTAPE POLYMER GROUP (TM)
(LOGO)
May 13, 2004
This Management's Discussion and Analysis ("MD&A") supplements the
consolidated financial statements and related notes for the three months
ended March 31, 2004. Except where otherwise indicated, all financial
information reflected herein is prepared in accordance with Canadian
generally accepted accounting principles ("GAAP") and is expressed in US
dollars.
OVERVIEW
Intertape Polymer Group Inc. ("the Company" or "IPG") experienced a 5.5%
increase in sales for the three months ended March 31, 2004 as compared to
the corresponding period in 2003. Earnings for the three months ended
March 31, 2004 were $0.06 per share, both basic and diluted, as compared
to earnings of $0.09 per share, both basic and diluted, for the same period
in 2003.
The decrease in net earnings was primarily attributable to higher cost of
sales as reflected in the current quarter's lower gross margin compared
to the corresponding period in 2003.
Except as discussed under the caption "Gross Profit and Gross Margin" below,
economic and industrial factors during the first quarter of 2004 were
substantially unchanged from December 31, 2003.
RESULTS OF OPERATIONS
SALES
Sales for the first quarter of 2004 were $162.1 million, an increase of
5.5% over the first quarter of 2003 sales of $153.6 million. The increase
includes revenues associated with the February 2004 acquisition of the
duct and masking tape operations of tesa tape, inc. and the incremental
sales associated with acquiring the remaining 50% interest in the Company's
Portuguese joint venture in late June 2003.
Including the revenues associated with the tesa tape, inc. acquisition,
the Company continues to believe that it can achieve 10% annual sales growth
for calendar 2004.
GROSS PROFIT AND GROSS MARGIN
Gross profit for the first quarter of 2004 totaled $32.1 million at a gross
margin of 19.8%, as compared to gross profit of $33.8 million for the first
quarter of 2003 at a gross margin of 22.0%. The margin decline in the
first quarter of 2004 as compared to the first quarter of 2003 was due to
several factors including raw material cost increases in polypropylene and
natural rubber, changes in product mix, production interruptions at the
Truro, Nova Scotia manufacturing facility related to inclement weather and
production equipment repairs and unanticipated integration costs at the
Columbia facility related to the acquired duct and masking tape operations
of tesa tape, inc.
SELLING, GENERAL AND ADMINSTRATIVE EXPENSES
Selling, general and administrative expenses were $22.4 million for the
first quarter of 2004, compared to $22.0 million for the first quarter of
2003. The increase in expenses resulting from recording stock-based
compensation as well as the effects of including the remaining 50% interest
in the Portuguese joint venture that was acquired at the end of June
2003 were offset by spending reductions in other areas, such as
telecommunications, resulting in the first quarter's SG&A expenses being
at the low end of the anticipated quarterly SG&A costs for 2004.
OPERATING PROFIT
Operating profit is not a financial measure under GAAP in Canada or the
United States. The Company's Management uses operating profit to measure
and evaluate the profit contributions of the Company's product offerings
as well as the contribution by channel of distribution.
Operating profit (defined as gross profit less selling, general and
administrative expenses) was $9.7 million for the first quarter of 2004,
compared to $11.8 million for the first quarter of 2003. The 17.8% decrease
in the first quarter of 2004 over the corresponding amount in 2003 was the
result of the lower gross margin.
FINANCIAL EXPENSES
Financial expenses for the first quarter of 2004 were $6.8 million compared
to $7.7 million in the first quarter of 2003, a 11.7% reduction. The year
to year decrease in financial expenses is the result of substantial debt
repayments in the second and third quarters of 2003. The common stock
issuance in late September 2003 allowed the Company to repay $40.8
million in debt at the end of the third quarter of 2003.
EBITDA
A reconciliation of the Company's EBITDA, a non-GAAP financial measure,
to GAAP net earnings is set out in the EBITDA reconciliation table below.
EBITDA should not be construed as earnings before income taxes, net
earnings or cash from operating activities as determined by generally
accepted accounting principles.
1
The Company defines EBITDA as net income before (i) income taxes;
(ii) financial expense; (iii) amortization of intangibles and capitalized
software costs; and (iv) depreciation. Other companies in our industry
may calculate EBITDA differently than we do. EBITDA is not a measurement
of financial performance under GAAP and should not be considered as an
alternative to cash flow from operating activities or as an alternative
to net income as indicators of our operating performance or any other
measures of performance derived in accordance with GAAP. The Company
has included this non-GAAP financial measure because it believes that
it permits investors to make a more meaningful comparison of IPG's
performance between periods presented. In addition, the Company's
covenants contained in the loan agreements with its lenders and noteholders
require certain debt to EBITDA ratios be maintained, thus EBITDA is used
by Management and the Company's lenders and noteholders in evaluating
the Company's performance.
(in millions of US dollars)
Three Months
Periods ended March 31, 2004 2003
___________________________________ _____________ _____________
$ $
Net Earnings - As Reported 2.3 2.9
Add back (deduct):
Financial expenses,
net of amortization 6.3 7.7
Income taxes (0.3) 0.3
Depreciation and amortization 7.1 6.7
_____________ _____________
EBITDA 15.4 17.6
_____________ _____________
NET EARNINGS
Net earnings for the first quarter of 2004 were $2.3 million or $0.06 per
share, both basic and diluted, compared to net earnings of $2.9 million
or $0.09 per share, both basic and diluted for the first quarter of 2003.
FINANCIAL POSITION
Trade receivables increased $10.0 million between December 31, 2003 and
March 31, 2004. The increase is primarily due to the higher level of sales
for the month of March 2004 compared to the month of December 2003. Aside
from the trade receivables, other current assets were substantially
unchanged between December 31, 2003 and March 31, 2004. Current liabilities
increased by $28.9 million between December 31, 2003 and March 31, 2004.
As explained below, bank indebtedness increased in the first quarter of
2004 in order to fund capital expenditures and the tesa tape, inc.
acquisition. Current instalments of long-term debt increased in the first
quarter of 2004 due to note repayments scheduled for the first quarter of
2005.
Property, plant and equipment, net of accumulated depreciation and
amortization, increased by $7.5 million in the first quarter of 2004 due
to $5.8 million of capital expenditures and $7.2 million associated with
the capital lease described in "Liquidity and Capital Resources" below.
Goodwill increased $4.0 million during the first quarter of 2004 due to
the tesa tape, inc. acquisition.
OFF-BALANCE SHEET ARRANGEMENTS
The Company maintains no off-balance sheet arrangements.
LIQUIDITY AND CAPITAL RESOURCES
Cash from operations before changes in non-cash working capital items was
$8.6 million for the first quarter of 2004 compared to $9.9 million for the
first quarter of 2003. Changes in non-cash working capital items required
$2.3 million in cash flows for the three months ended March 31, 2004
compared to using $9.7 million in cash during the same three month period
in 2003.
The improved cash flow from operating activities in the first quarter of
2004 compared to the first quarter of 2003 is the result of more effective
management of payables to vendors.
Cash flows used in investing activities was $11.9 million in the first
three months of 2004 compared to using $4.4 million in cash in the first
three months of 2003. The increase in cash required for investing
activities in 2004 was due to increased capital spending and the $5.5
million used to acquire the duct and masking tape operations of tesa tape,
inc.
The Company increased total indebtedness during the three months ended
March 31, 2004 by $5.7 million to finance investing activities in excess
of cash flows from operations. Total indebtedness increased for the
three months ended March 31, 2003 by $3.6 million for the same reason.
In 2003, the Company entered into a twenty year capital lease for the new
Regional Distribution Center in Danville, Virginia. The lease commenced
in January 2004. This non-cash transaction was valued at $7.2 million and
is reflected in the March 31, 2004 consolidated balance sheet as an
increase in property, plant and equipment and long-term debt.
2
BANK INDEBTEDNESS AND CREDIT FACILITIES
The Company maintains a $50.0 million revolving line of credit facility.
When added with the cash on-hand and cash equivalents, cash and available
credit totaled $24.5 million at March 31, 2004 compared to $32.6 million
at December 31, 2003.
With respect to the first quarter of 2004, the Company cured a default
under its long-term debt agreements with noteholders by obtaining an
amendment to the fixed charge coverage ratio (EBITDA divided by Fixed
Charges as defined) for 2004 and the first six months of 2005. Several
of the Company's financial covenants under its long-term debt agreements
and the credit agreement providing the revolving line of credit include
ratios impacted by profitability. These ratios have escalations scheduled
for the latter part of this year.
CURRENCY RISK
The Company is subject to currency risks through its Canadian and European
operations. Changes in the exchange rates may result in decreases or
increases in the foreign exchange gains or losses. The Company does not
use derivative instruments to reduce its exposure to foreign currency risk,
as historically these risks have not been significant.
CHANGES IN ACCOUNTING POLICIES
In the fourth quarter of 2003, the Company adopted the fair value-based
approach of the CICA's Handbook Section 3870 "Stock-based Compensation
and Other Stock-based Payments." The Company adopted the new accounting
rules effective January 1, 2003 on a prospective basis for options
granted for years beginning in 2003. The first quarter of 2004 includes
$70,000 of stock-based compensation expense compared to none in the
corresponding period of 2003.
SUMMARY OF QUARTERLY RESULTS
A table of Consolidated Quarterly Statements of Earnings for the eight most
recent quarters can be found at the end of this MD&A.
ADDITIONAL INFORMATION
Additional information relating to IPG, including its Annual Information
Form is filed on SEDAR at www.sedar.com in Canada and on EDGAR at
www.sec.gov in the U.S.
FORWARD-LOOKING STATEMENTS
Certain statements and information set forth in this Quarterly Report,
including statements regarding the business and anticipated financial
performance of the Company, constitute "forward-looking statements"
within the meaning of the Federal Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed
or implied in such forward-looking statements.
Among the factors that could cause actual results to differ from the
forward-looking statements include, but are not limited to, inflation
and general economic conditions, changes in the level of demand for the
Company's products, competitive pricing pressures, general market
trends, failure to achieve planned cost savings associated with
consolidation, restrictions and limitations placed on the Company by
its debt instruments, international risks including exchange rate
fluctuations, trade disruptions, and political instability of foreign
markets that we produce in or purchase materials from, and the
availability and price of raw materials.
Additional discussion of factors that could cause actual results to differ
materially from management's projections, estimates and expectations is
contained in the Company's SEC filings. These and other factors should be
considered carefully and undue reliance should not be placed on forward-
looking statements. The Company undertakes no duty to update its forward-
looking statements, including its sales outlook.
This Quarterly Report contains certain non-GAAP financial measures,
including operating profit and EBITDA. The Company has included these
non-GAAP financial measures because it believes they provide investors
with a more meaningful period-to-period comparison of the Company's
performance. Further, EBITDA is used by IPG's Management, lenders and
noteholders to evaluate the Company's performance. IPG has included
in this Quarterly Report reconciliations of the non-GAAP financial
measures to the most directly comparable GAAP measures as required
by the Securities and Exchange Commission.
3
CONSOLIDATED QUARTERLY STATEMENTS OF EARNINGS
Three month periods ended
(in thousands of US dollars, except per share amounts)
(Unaudited)
__________________________________________________________________________________
March 31, December 31, September 30, June 30,
2004 2003 2003 2003
__________ ______________ _______________ ___________
$ $ $ $
Sales 162,100 157,682 159,798 150,249
Cost of sales 129,986 122,975 123,489 116,166
__________ ______________ _______________ ___________
Gross Profit 32,114 34,707 36,309 34,083
Selling, general and
administrative expenses 22,377 24,973 22,264 20,830
Impairment of goodwill
Research and development 962 212 1,080 1,086
Financial expenses 6,768 5,587 7,409 7,825
Manufacturing facility
closure costs 3,005
__________ ______________ _______________ ___________
30,107 33,777 30,753 29,741
Earnings(loss)before
income taxes 2,007 930 5,556 4,342
Income taxes (recovery) (284) (4,244) (643) 439
__________ ______________ _______________ ___________
Net earnings (loss) 2,291 5,174 6,199 3,903
__________ ______________ _______________ ___________
Earnings(loss)per share
Cdn GAAP - Basic - US $ 0.06 0.13 0.18 0.12
Cdn GAAP - Diluted - US $ 0.06 0.13 0.18 0.12
US GAAP - Basic - US $ 0.06 0.13 0.18 0.12
US GAAP - Diluted - US $ 0.06 0.13 0.18 0.12
Average number of shares
outstanding
Cdn GAAP - Basic 40,971,739 40,870,426 35,302,174 33,832,527
Cdn GAAP - Diluted 41,528,581 41,225,776 35,397,800 33,912,232
US GAAP -Basic 40,971,739 40,870,426 35,302,174 33,832,527
US GAAP - Diluted 41,528,581 41,225,776 35,397,800 33,912,232
__________________________________________________________________________________
March 31, December 31, September 30, June 30,
2003 2002 2002 2002
__________ ______________ _______________ ___________
$ $ $ $
Sales 153,592 151,261 149,920 153,657
Cost of sales 119,793 121,764 120,632 119,713
__________ ______________ _______________ ___________
Gross Profit 33,799 29,497 29,288 33,944
Selling, general and
administrative expenses 21,982 23,462 21,109 20,454
Impairment of goodwill 70,000
Research and development 894 480 926 796
Financial expenses 7,700 7,621 8,297 7,872
Manufacturing facility
closure costs 2,100
__________ ______________ _______________ ___________
30,576 101,563 32,432 29,122
Earnings(loss)before
income taxes 3,223 (72,066) (3,144) 4,822
Income taxes (recovery) 322 (13,292) (357) 534
__________ ______________ _______________ ___________
Net earnings (loss) 2,901 (58,774) (2,787) 4,288
__________ ______________ _______________ ___________
Earnings(loss)per share
Cdn GAAP - Basic - US $ 0.09 (1.74) (0.08) 0.13
Cdn GAAP - Diluted - US $ 0.09 (1.74) (0.08) 0.13
US GAAP - Basic - US $ 0.09 (1.74) (0.08) 0.13
US GAAP - Diluted - US $ 0.09 (1.74) (0.08) 0.13
Average number of shares
outstanding
Cdn GAAP - Basic 33,821,074 33,821,074 33,701,307 33,622,896
Cdn GAAP - Diluted 33,821,497 33,821,074 33,701,307 34,249,454
US GAAP -Basic 33,821,074 33,821,074 33,701,307 33,622,896
US GAAP - Diluted 33,821,497 33,821,074 33,701,307 34,249,454
4
INTERTAPE POLYMER GROUP INC.
CONSOLIDATED EARNINGS
Three month periods ended
(in thousands of US dollars, except per share amounts)
(Unaudited)
______________________________________________________________________
March 31,
_______________________________________
2004 2003
____________ ____________
$ $
Sales 162,100 153,592
Cost of sales 129,986 119,793
____________ ____________
Gross profit 32,114 33,799
____________ ____________
Selling, general and
administrative expenses 22,377 21,982
Research and development 962 894
Financial expenses 6,768 7,700
____________ ____________
30,107 30,576
____________ ____________
Earnings before income taxes 2,007 3,223
Future income taxes (recovery) (284) 322
____________ ____________
Net earnings 2,291 2,901
____________ ____________
Earnings per share
Basic 0.06 0.09
____________ ____________
Diluted 0.06 0.09
____________ ____________
CONSOLIDATED RETAINED EARNINGS
Three month periods ended
(In thousands of US dollars)
(Unaudited)
______________________________________________________________________
March 31,
_______________________________________
2004 2003
____________ ____________
$ $
Balance, beginning of year 68,291 50,113
Net earnings 2,291 2,901
____________ ____________
Balance, end of period 70,582 53,014
____________ ____________
______________________________________________________________________
5
INTERTAPE POLYMER GROUP INC.
CONSOLIDATED BALANCE SHEETS
As at
(In thousands of US dollars)
__________________________________________________________________________________________
March 31, 2004 March 31, 2003 December 31, 2003
(Unaudited) (Unaudited) (Audited)
______________ ______________ _________________
$ $ $
ASSETS
Current assets
Trade receivables (net of
allowance for doubtful
accounts of $4,102 ($3,475
in March 2003, $3,911
in December 2003) 99,320 93,221 89,297
Other receivables 11,364 10,554 11,852
Inventories 70,383 65,732 69,956
Parts and supplies 13,344 12,422 13,153
Prepaid expenses 6,820 6,784 7,924
Future income taxes 2,682 2,397 2,682
______________ ______________ _________________
203,913 191,110 194,864
Property, plant and equipment 362,066 350,955 354,627
Other assets 12,928 14,518 12,886
Future income taxes 4,700 3,812
Goodwill 176,953 160,248 173,056
______________ ______________ _________________
760,560 716,831 739,245
______________ ______________ _________________
LIABILITIES
Current liabilities
Bank indebtedness 18,922 17,405 13,944
Accounts payable and accrued
liabilities 102,072 81,271 95,270
Instalments on long-term debt 34,036 28,600 16,925
______________ ______________ _________________
155,030 127,276 126,139
Long-term debt 225,936 278,902 235,066
Other liabilities 530 3,530 530
Future income taxes 3,654
______________ ______________ _________________
381,496 413,362 361,735
______________ ______________ _________________
SHAREHOLDERS' EQUITY
Capital stock and share purchase
warrants 287,811 239,185 286,841
Contributed surplus 3,220 3,150
Retained earnings 70,582 53,014 68,291
Accumulated currency translation
adjustments 17,451 11,270 19,228
______________ ______________ _________________
379,064 303,469 377,510
______________ ______________ _________________
760,560 716,831 739,245
______________ ______________ _________________
6
INTERTAPE POLYMER GROUP INC.
CONSOLIDATED CASH FLOWS
Three months ended
(In thousands of US dollars)
(Unaudited)
March 31, 2004 March 31, 2003
______________ ______________
$ $
OPERATING ACTIVITIES
Net earnings 2,291 2,901
Non-cash items
Depreciation and amortization 7,123 6,639
Stock-based compensation expense 70
Future income taxes (896) 322
_______________ ______________
Cash flow from operations before changes in
non-cash working capital items 8,588 9,862
_______________ ______________
Changes in non-cash working capital items
Trade receivables (10,085) (6,371)
Other receivables 487 (218)
Inventories (512) (3,847)
Parts and supplies (191) 100
Prepaid expenses 1,101 1,147
Accounts payable and accrued liabilities 6,938 (522)
_______________ ______________
(2,262) (9,711)
_______________ ______________
Cash flows from operating activities 6,326 151
_______________ ______________
INVESTING ACTIVITIES
Property, plant and equipment (5,820) (2,451)
Business acquisition (5,500)
Other Assets (563) (1,953)
________________ ______________
Cash flows from investing activities (11,883) (4,404)
________________ ______________
FINANCING ACTIVITIES
Net change in bank indebtedness 4,933 8,832
Issue of long-term debt 787
Repayment of long-term debt (5,265)
Issue of common shares 970
________________ ______________
Cash flows from financing activities 6,690 3,567
________________ ______________
Net increase (decrease) in cash position 1,133 (686)
Effect of currency translation
adjustments (1,133) 686
_______________ ______________
Cash position, beginning and end of year $ $
_______________ ______________
7
NOTE 1.
Basis of Presentation
In the opinion of Management the accompanying unaudited interim consolidated
financial statements, prepared in accordance with Canadian generally
accepted accounting principles, contain all adjustments necessary to present
fairly Intertape Polymer Group Inc.'s ("IPG" or "the Company") financial
position as at March 31, 2004 and 2003 and December 31, 2003 as well as its
results of operations and its cash flows for the three months ended March
31, 2004 and 2003.
While Management believes that the disclosures presented are adequate,
these unaudited interim consolidated financial statements and notes should
be read in conjunction with IPG's annual consolidated financial statements.
These unaudited interim consolidated financial statements and notes follow
the same accounting policies as the most recent annual consolidated
financial statements.
NOTE 2.
Earnings per Share
The following table provides a reconciliation between basic and diluted
earnings per share:
In thousands of US dollars
(Except per share amounts)
March 31,
For the three months ended 2004 2003
__________________________________________ ___________ ___________
$ $
Net earnings applicable to common shares 2,291 2,901
Weighted average number of common shares
outstanding 40,972 33,821
Effect of dilutive stock options(a) 557
__________________________________________ ___________ ___________
Weighted average number of diluted
common shares outstanding 41,529 33,821
___________ ___________
Basic earnings per share 0.06 0.09
Diluted earnings per share 0.06 0.09
a) Diluted earnings per share is calculated by adjusting outstanding
shares, assuming any dilutive effects of stock options and warrants.
NOTE 3.
Accounting for Compensation Programs
As at March 31, 2004 the Company had a stock-based compensation plan, which
is described in the Company's 2003 Annual Report. Under the transitional
provisions prescribed by the the Canadian Institute of Chartered
Accountants ("CICA"), the Company is prospectively applying the recognition
provisions to awarded stock options issued in 2003 and thereafter. The
transitional provisions of the CICA are similar to those of the US
Financial Accounting Standards Board ("FASB"). The Company recorded a
pre-tax charge of approximately $70,000 in selling, general and
administration expenses. To determine the compensation cost, the fair
value of stock options is recognized on a straight-line basis over the
vesting periods. For stock options granted during the year ended
December 31, 2002, the Company is required to make pro forma disclosures
of net earnings and basic and diluted earnings per share as if the fair
value based method of accounting had been applied.
Accordingly, the Company's net earnings and basic and diluted earnings per
share would have been decreased to the pro forma amounts indicated in the
following table:
In thousands of US dollars
(Except per share amounts)
March 31,
For the three months ended 2004 2003
________________________________________ __________ _________
$ $
Net earnings 2,291 2,901
Add (deduct): Stock-based employee
compensation expense included in
reported net earnings 70 -
Total stock-based employee compensation
expense determined under fair value
based method (263) (207)
_________ _________
Pro Forma net earnings 2,098 2,694
_________ _________
Earnings per share:
Basic - as reported 0.06 0.09
Based - pro forma 0.05 0.08
Diluted - as reported 0.06 0.09
Diluted - pro forma 0.05 0.08
NOTE 4.
Capital Stock
During the three months ended March 31, 2004, 115,125 common shares at a
value of $970,000 were issued to employees who exercised stock options.
The Company's shares outstanding as at March 31, 2004 and December 31,
2003 were 41,060,001 and 40,944,876, respectively.
Average number of common shares outstanding
March 31,
For the three months ended 2004 2003
________________________________________ __________ __________
CDN GAAP - Basic 40,971,739 33,821,074
CDN GAAP - Diluted 41,528,581 33,821,497
U. S. GAAP - Basic 40,971,739 33,821,074
U. S. GAAP - Diluted 41,528,581 33,821,497
8
NOTE 5.
Financial Expenses
March 31,
For the three months ended 2004 2003
________________________________________ __________ __________
$ $
Interest on long-term debt 5,911 7,053
Interest on credit facilities 371 218
Other 636 579
Interest capitalized to property, plant
and equipment (150) (150)
__________ __________
6,768 7,700
__________ __________
NOTE 6.
Business Acquisition
In February 2004, the Company purchased for a cash consideration of $5.5
million plus contingent consideration (dependent on business retention),
assets relating to the masking and duct tape operations of tesa tape, inc.
("tesa"). At the same time, the Company finalized its three-year agreement
to supply duct tape and masking tape to tesa. The purchase was accounted
for as a business combination and, accordingly, the purchase method of
accounting was used. The purchase price was allocated to the assets
purchased based on their estimated fair values as at the date of
acquisition and includes $4.0 million of goodwill. Any contingent
consideration paid will be recorded as an increase in goodwill.
NOTE 7.
Capital Lease
During 2003, the Company entered into a twenty year lease agreement for
a warehouse facility. The lease commenced in January 2004 and has been
accounted for as a capital lease. The value of the building and the
related capital lease obligation recorded were approximately $7.2 million.
9
Information Request Form
I would like to o receive or o continue receiving financial information on
Intertape Polymer Group.
Name: ____________________________________________________
Title: ____________________________________________________
Firm: ____________________________________________________
Address: ____________________________________________________
Province/State: ____________________________________________________
Postal Code/Zip: ____________________________________________________
Telephone: ____________________________________________________
Fax: ____________________________________________________
E-mail: ____________________________________________________
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Please Fax a copy of this page to:
The Secretary
Intertape Polymer Group Inc.
Fax: 941-727-3798
110E Montee de Liesse
Montreal Quebec
Canada, H4T 1N4
Investor Relations
Toll Free: 866-202-4713
www.intertapepolymer.com
itp$info@intertapeipg.com
Form 52-109FT2 - Certification of Interim Filings during Transition Period
I, Melbourne F. Yull, Chairman of the Board and Chief Executive Officer of
INTERTAPE POLYMER GROUP INC./LE GROUPE INTERTAPE POLYMER INC. certify that:
1. I have reviewed the interim filings (as this term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings) of INTERTAPE POLYMER GROUP INC./LE GROUPE
INTERTAPE POLYMER INC., (the "Issuer") for the interim period ending
March 31, 2004;
2. Based on my knowledge, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated or that is necessary to make a statement not misleading
in light of the circumstances under which it was made, with respect to
the period covered by the interim filings; and
3. Based on my knowledge, the interim financial statements together with
the other financial information included in the interim filings fairly
present in all material respects the financial condition, results of
operations and cash flows of the Issuer, as of the date and for the
periods presented in the interim filings.
Date: May 14, 2004
/s/Melbourne F. Yull
Melbourne F. Yull
Chairman of the Board and Chief Executive Officer
Form 52-109FT2 - Certification of Interim Filings during Transition Period
I, Andrew M. Archibald, Chief Financial Officer, Secretary and Vice President
Administration of INTERTAPE POLYMER GROUP INC./LE GROUPE INTERTAPE POLYMER
INC. certify that:
1. I have reviewed the interim filings (as this term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings) of INTERTAPE POLYMER GROUP INC./LE GROUPE
INTERTAPE POLYMER INC., (the "Issuer") for the interim period ending
March 31, 2004;
2. Based on my knowledge, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated or that is necessary to make a statement not misleading
in light of the circumstances under which it was made, with respect
to the period covered by the interim filings; and
3. Based on my knowledge, the interim financial statements together with
the other financial information included in the interim filings fairly
present in all material respects the financial condition, results of
operations and cash flows of the Issuer, as of the date and for the
periods presented in the interim filings.
Date: May 14, 2004
/s/Andrew M. Archibald
Andrew M. Archibald
Chief Financial Officer,
Secretary and Vice President Administration