o
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Shares, without nominal or par value
|
ITP
|
Toronto Stock Exchange
|
Common Shares, without nominal or par value
|
ITPOF
|
OTC Pink Marketplace
|
|
|
Page
|
|
PART I...................................................................................................................................................................................
|
|||
|
|
|
|
ITEM 1:
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS....................................
|
||
|
|
|
|
ITEM 2:
|
OFFER STATISTICS AND EXPECTED TIMETABLE.......................................................................
|
||
|
|
|
|
ITEM 3:
|
KEY INFORMATION............................................................................................................................
|
||
|
|
|
|
A.
|
SELECTED FINANCIAL DATA...................................................................................................
|
||
|
|
|
|
B.
|
CAPITALIZATION AND INDEBTEDNESS................................................................................
|
||
|
|
|
|
C.
|
REASONS FOR THE OFFER AND USE OF PROCEEDS..........................................................
|
||
|
|
|
|
D.
|
RISK FACTORS.............................................................................................................................
|
||
|
|
|
|
ITEM 4:
|
INFORMATION ON THE COMPANY ................................................................................................
|
||
|
|
|
|
A.
|
HISTORY AND DEVELOPMENT OF THE COMPANY.............................................................
|
||
|
|
|
|
B.
|
BUSINESS OVERVIEW.................................................................................................................
|
||
|
|
|
|
(1
|
)
|
Products, Markets and Distribution.................................................................................................
|
|
(2
|
)
|
Customers and Sales........................................................................................................................
|
|
(3
|
)
|
Seasonality of the Company’s Main Business.................................................................................
|
|
(4
|
)
|
Equipment and Raw Materials........................................................................................................
|
|
(5
|
)
|
Marketing Channels.........................................................................................................................
|
|
(6
|
)
|
Trademarks and Patents...................................................................................................................
|
|
(7
|
)
|
Competition.....................................................................................................................................
|
|
(8
|
)
|
Environmental Initiatives and Regulation.......................................................................................
|
|
|
|
|
|
C.
|
ORGANIZATIONAL STRUCTURE..............................................................................................
|
||
|
|
|
|
D.
|
PROPERTY, PLANTS AND EQUIPMENT...................................................................................
|
||
|
|
|
|
ITEM 4A:
|
UNRESOLVED STAFF COMMENTS
|
||
ITEM 5:
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS (MANAGEMENT’S DISCUSSION & ANALYSIS)...............................................................................................................
|
||
|
|
|
|
ITEM 6:
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..........................................................
|
||
|
|
|
|
A.
|
DIRECTORS AND SENIOR MANAGEMENT............................................................................
|
||
|
|
|
|
B.
|
COMPENSATION.........................................................................................................................
|
||
|
|
|
|
C.
|
BOARD PRACTICES.....................................................................................................................
|
||
|
|
|
|
D.
|
EMPLOYEES.................................................................................................................................
|
||
|
|
|
|
E.
|
SHARE OWNERSHIP....................................................................................................................
|
||
|
|
|
|
ITEM 7:
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.........................................
|
||
|
|
|
|
A.
|
MAJOR SHAREHOLDERS...........................................................................................................
|
||
|
|
|
|
B.
|
RELATED PARTY TRANSACTIONS...........................................................................................
|
||
|
|
|
|
C.
|
INTERESTS OF EXPERTS AND COUNSEL...............................................................................
|
||
|
|
|
|
ITEM 8:
|
FINANCIAL INFORMATION..............................................................................................................
|
||
|
|
|
|
A.
|
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION......................
|
||
|
|
|
|
B.
|
SIGNIFICANT CHANGES............................................................................................................
|
||
|
|
|
ITEM 9:
|
THE OFFER AND LISTING.................................................................................................................
|
|
|
|
|
A.
|
OFFER AND LISTING DETAILS.................................................................................................
|
|
|
|
|
B.
|
PLAN OF DISTRIBUTION............................................................................................................
|
|
|
|
|
C.
|
MARKETS......................................................................................................................................
|
|
|
|
|
D.
|
SELLING SHAREHOLDERS........................................................................................................
|
|
|
|
|
E.
|
DILUTION.....................................................................................................................................
|
|
|
|
|
F.
|
EXPENSES OF THE ISSUE..........................................................................................................
|
|
|
|
|
ITEM 10:
|
ADDITIONAL INFORMATION...........................................................................................................
|
|
|
|
|
A.
|
SHARE CAPITAL..........................................................................................................................
|
|
|
|
|
B.
|
MEMORANDUM AND ARTICLES OF ASSOCIATION.............................................................
|
|
|
|
|
C.
|
MATERIAL CONTRACTS............................................................................................................
|
|
|
|
|
D.
|
EXCHANGE CONTROLS.............................................................................................................
|
|
|
|
|
E.
|
TAXATION.....................................................................................................................................
|
|
|
|
|
F.
|
DIVIDENDS AND PAYING AGENTS..........................................................................................
|
|
|
|
|
G.
|
STATEMENT BY EXPERTS..........................................................................................................
|
|
|
|
|
H.
|
DOCUMENTS ON DISPLAY........................................................................................................
|
|
|
|
|
I.
|
SUBSIDIARY INFORMATION.....................................................................................................
|
|
|
|
|
ITEM 11:
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................
|
|
|
|
|
ITEM 12:
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.......................................
|
|
|
|
|
PART II.................................................................................................................................................................................
|
||
|
|
|
ITEM 13:
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.................................................
|
|
|
|
|
ITEM 14:
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS............................................................................................................................................
|
|
|
|
|
ITEM 15:
|
CONTROLS AND PROCEDURES.......................................................................................................
|
|
|
|
|
ITEM 16:
|
[RESERVED].........................................................................................................................................
|
|
|
|
|
ITEM 16A:
|
AUDIT COMMITTEE FINANCIAL EXPERT.....................................................................................
|
|
|
|
|
ITEM 16B:
|
CODE OF ETHICS................................................................................................................................
|
|
|
|
|
ITEM 16C:
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................................................................
|
|
|
|
|
ITEM 16D:
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE..........................
|
|
|
|
|
ITEM 16E:
|
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS....
|
|
|
|
|
ITEM 16F:
|
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.........................................................
|
|
|
|
|
ITEM 16G:
|
CORPORATE GOVERNANCE............................................................................................................
|
|
|
|
|
ITEM 16H:
|
MINE SAFETY DISCLOSURE............................................................................................................
|
|
|
|
|
PART III................................................................................................................................................................................
|
||
|
|
|
ITEM 17:
|
FINANCIAL STATEMENTS.................................................................................................................
|
|
|
|
|
ITEM 18:
|
FINANCIAL STATEMENTS.................................................................................................................
|
|
|
|
|
ITEM 19:
|
EXHIBITS..............................................................................................................................................
|
|
|
|
|
A.
|
Consolidated Financial Statements.........................................................................................................
|
|
|
|
|
B.
|
Exhibits:..................................................................................................................................................
|
Item 1:
|
Identity of Directors, Senior Management and Advisers
|
Item 2:
|
Offer Statistics and Expected Timetable
|
Item 3:
|
Key Information
|
|
A.
|
SELECTED FINANCIAL DATA
|
|
|
As of and for the Year Ended December 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||
|
|
(in thousands of US dollars, except shares and per share amounts)
|
|||||||||||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
Statements of Consolidated Earnings:
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
|
1,158,519
|
|
|
1,053,019
|
|
|
898,126
|
|
|
808,801
|
|
|
781,907
|
|
Earnings before income taxes
|
|
57,534
|
|
|
56,451
|
|
|
77,007
|
|
|
70,706
|
|
|
67,655
|
|
Net earnings attributable to Company shareholders
|
|
41,216
|
|
|
46,753
|
|
|
64,224
|
|
|
51,120
|
|
|
56,672
|
|
Net earnings (loss) attributable to non-controlling interests
|
|
8
|
|
|
(104
|
)
|
|
(266
|
)
|
|
17
|
|
|
—
|
|
Total net earnings
|
|
41,224
|
|
|
46,649
|
|
|
63,958
|
|
|
51,137
|
|
|
56,672
|
|
Earnings per share attributable to Company shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
0.70
|
|
|
0.79
|
|
|
1.09
|
|
|
0.87
|
|
|
0.95
|
|
Diluted
|
|
0.70
|
|
|
0.79
|
|
|
1.08
|
|
|
0.85
|
|
|
0.93
|
|
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
|
1,025,740
|
|
|
1,004,840
|
|
|
715,872
|
|
|
580,597
|
|
|
487,262
|
|
Capital stock
|
|
354,559
|
|
|
350,267
|
|
|
350,759
|
|
|
351,203
|
|
|
347,325
|
|
Total equity
|
|
272,228
|
|
|
261,428
|
|
|
254,722
|
|
|
242,943
|
|
|
216,728
|
|
Equity attributable to Company shareholders
|
|
260,740
|
|
|
249,847
|
|
|
248,133
|
|
|
236,536
|
|
|
216,728
|
|
Equity attributable to non-controlling interests
|
|
11,488
|
|
|
11,581
|
|
|
6,589
|
|
|
6,407
|
|
|
—
|
|
Number of common shares outstanding
|
|
59,009,685
|
|
|
58,650,310
|
|
|
58,799,910
|
|
|
59,060,335
|
|
|
58,667,535
|
|
Dividends declared per share
|
|
0.58
|
|
|
0.56
|
|
|
0.56
|
|
|
0.54
|
|
|
0.50
|
|
|
B.
|
CAPITALIZATION AND INDEBTEDNESS
|
|
C.
|
REASONS FOR THE OFFER AND USE OF PROCEEDS
|
|
D.
|
RISK FACTORS
|
Item 4:
|
Information on the Company
|
|
A.
|
HISTORY AND DEVELOPMENT OF THE COMPANY
|
|
B.
|
BUSINESS OVERVIEW
|
(1)
|
Products, Markets and Distribution
|
(b)
|
Films
|
•
|
focused its R&D efforts on increasing market solutions for the fulfillment and e-commerce markets. As a result, the Company increased the variety of water activated tape products for these markets,
|
•
|
launched a variety of utility and mid-grade acrylic carton sealing tapes to accommodate the needs of the industrial market,
|
•
|
expanded its engineered coated products offering to include greenhouse fabrics in translucent, clear anti-fogging and black-out variations, and
|
•
|
developed a number of new film laminated products to broaden the total available market opportunity for geomembrane fabric sales.
|
•
|
expanded its offering of process indicator tapes and double coated tapes,
|
•
|
introduced new products to bolster its stencil product offering,
|
•
|
further expanded its engineered coated products greenhouse fabric offering to include heavier gauge products,
|
•
|
introduced a complete line of paper void fill and cushioning protective packaging products, and
|
•
|
further expanded its thermal products protective packaging offering with the additional insulated packaging solutions to include insulated mailers and insulated package inserts.
|
•
|
expanded it's offering to include additional polyethylene tapes for the building, construction and remediation industries,
|
•
|
introduced a new industrial grade automotive refinishing tape to bolster its automotive after market offering,
|
•
|
introduced a complete line of paper based void fill solutions for void fill and blocking & bracing applications targeted to the e-commerce market,
|
•
|
further expanded its engineered coated products building and construction offering with additional non-woven laminates,
|
•
|
further expanded it's offering of industrial tapes with an economy grade duct tape.
|
(2)
|
Customer and Sales
|
(3)
|
Seasonality of the Company’s Main Business
|
(4)
|
Equipment and Raw Materials
|
(5)
|
Marketing Channels
|
(6)
|
Trademarks and Patents
|
(7)
|
Competition
|
(8)
|
Environmental Initiatives and Regulation
|
|
C.
|
ORGANIZATIONAL STRUCTURE
|
Entity
|
Place of Incorporation
or Constitution
|
Proportion of Ownership
Interest and Voting Power Held as of:
|
||
|
|
December 31, 2019
|
|
December 31, 2018
|
Intertape Polymer Group Inc.
|
Canada
|
Parent
|
|
Parent
|
Better Packages, Inc.
|
Delaware
|
100%
|
|
100%
|
BP Acquisition Corporation (1)
|
Connecticut
|
—%
|
|
100%
|
Cantech Industries, Inc. (1)
|
Delaware
|
—%
|
|
100%
|
Capstone Polyweave Private Limited
|
India
|
55%
|
|
55%
|
FIBOPE Portuguesa-Filmes Biorientados, S.A.
|
Portugal
|
100%
|
|
100%
|
GPCP, Inc.
|
Delaware
|
50.1%
|
|
50.1%
|
Intertape Polymer Corp.
|
Delaware
|
100%
|
|
100%
|
Intertape Polymer Europe GmbH
|
Germany
|
100%
|
|
100%
|
Intertape Polymer Inc.
|
Canada
|
100%
|
|
100%
|
Intertape Polymer Japan GK
|
Japan
|
100%
|
|
100%
|
Intertape Polymer Woven USA Inc.
|
Delaware
|
100%
|
|
100%
|
Intertape Woven Products Services, S.A. de C.V.
|
Mexico
|
100%
|
|
100%
|
Intertape Woven Products, S.A. de C.V.
|
Mexico
|
100%
|
|
100%
|
IPG (US) Holdings Inc.
|
Delaware
|
100%
|
|
100%
|
IPG (US) Inc.
|
Delaware
|
100%
|
|
100%
|
IPG Luxembourg Finance S.à.r.l. (2)
|
Luxembourg
|
—%
|
|
100%
|
IPG Mauritius Holding Company Ltd
|
Mauritius
|
100%
|
|
100%
|
IPG Mauritius II Ltd
|
Mauritius
|
100%
|
|
100%
|
IPG Mauritius Ltd
|
Mauritius
|
100%
|
|
100%
|
Polyair Canada Limited
|
Canada
|
100%
|
|
100%
|
Polyair Corporation
|
Delaware
|
100%
|
|
100%
|
Powerband Industries Private Limited
|
India
|
100%
|
|
100%
|
Spuntech Fabrics Inc.*
|
Canada
|
100%
|
|
100%
|
*
|
Dormant
|
(1)
|
Liquidated and dissolved as of December 31, 2019.
|
(2)
|
Liquidated and dissolved as of August 28, 2019.
|
|
D.
|
PROPERTY, PLANTS AND EQUIPMENT
|
Location
|
Status
|
Use
|
Products Manufactured
|
Square Feet
|
Property
Size (Acres)
|
9999 Cavendish Boulevard,
Suite 200
St. Laurent, Quebec H4M 2X5
|
Leased
|
Corporate Headquarters
|
N/A
|
12,121
|
|
100 Paramount Drive, Suite 300
Sarasota, Florida 34232
|
Leased
|
Executive Headquarters
|
N/A
|
31,942
|
|
4 Hershey Drive
Ansonia, Connecticut 06401
|
Leased
|
Machine Assembly
|
Machinery
|
46,400
|
|
6035 Lagrange Boulevard SW
Atlanta, Georgia 30336
|
Leased
|
Manufacturing and Distribution
|
Mailers, Bubble Cushioning, Foam
|
105,600
|
|
300 Spencer-Mattingly Lane
Bardstown, Kentucky 40004
|
Leased
|
Manufacturing
|
Foam, Machinery
|
102,318
|
|
525 Wilson Parkway
Bardstown, Kentucky 40004
|
Owned
|
Manufacturing
|
Films
|
15,000
|
7.76
|
1091 Carolina Pines Drive
Blythewood, South Carolina 29016
|
Owned
|
Manufacturing
|
Tapes (paper, duct, stencil)
|
350,000
|
33.83
|
1095 South 4th Avenue
Brighton, Colorado 80601
|
Leased
|
Manufacturing
|
BOPP Film, Carton Sealing Tape
|
Manufacturing & Office – 155,982
Warehouse –
27,500
|
|
2200 North McRoy Drive
Carbondale, Illinois 62901
|
Owned
|
Manufacturing
|
Tapes (carton sealing, electrical, filament, specialty)
|
190,324
|
29.9
|
495 Meadow Lane
Carlstadt, New Jersey 07072
|
Leased
|
Manufacturing
|
Mailers, Bubble Cushioning
|
75,000
|
|
1600 Kelly Boulevard #140
Carrollton, Texas 75006
|
Leased
|
Manufacturing
|
Bubble Cushioning
|
75,000
|
|
808 East 113th Street
Chicago, Illinois 60628
|
Leased
|
Manufacturing
|
Mailers, Bubble Cushioning
|
145,182
|
|
2000 South Beltline Boulevard
Columbia, South Carolina 29201
|
Owned
|
Idle
|
N/A
|
7 Buildings –
499,770
|
86.48
|
1692 Jenks Drive #102
Corona, California 92880
|
Leased
|
Manufacturing
|
Mailers, Bubble Cushioning, Reflective Packaging, Solar Blankets
|
129,200
|
|
1400 Rosemont Avenue
Cornwall, Ontario K6J 3E6 |
Owned
|
Manufacturing and Distribution
|
Tapes (carton sealing, duct, filament, masking, sheathing, specialty, sports)
|
206,236
|
39.38
|
360 Ringgold Industrial Parkway
Danville, Virginia 24540
|
Leased
|
Regional
Distribution
Center
|
N/A
|
199,600
|
|
1101 Eagle Springs Road
Danville, Virginia 24540
|
Owned
|
Manufacturing
|
Tapes (carton sealing, PE)
Films (stretch)
|
289,195
|
26.0
|
10101 Nordel Court
Delta, British Columbia V4G 1J8
|
Leased
|
Manufacturing
|
Engineered coated products
|
54,274
|
|
Location
|
Status
|
Use
|
Products Manufactured
|
Square Feet
|
Property
Size (Acres)
|
330 Humberline Drive
Etobicoke, Ontario M9W 1R5
|
Leased
|
Office and Manufacturing
|
Mailers, Bubble Cushioning, Reflective Packaging, Solar Blankets
|
134,126
|
|
317 Kendall Ave
Marysville, Michigan 48040
|
Owned
|
Manufacturing
|
Tapes (paper, specialty)
|
5 Buildings –
226,016
|
11.53
|
748 4th Street
Menasha, Wisconsin 54952
|
Owned
|
Office Building
|
N/A
|
16,251
|
0.80
|
741 4th Street
Menasha, Wisconsin 54952
|
Owned
|
Manufacturing
|
Tapes (water-
activated)
|
165,134
|
5.68
|
13722 Bill McGee Road
Midland, North Carolina 28107
|
Owned
|
Manufacturing
|
Tapes (water-
activated)
|
144,000
|
40.54
|
1407 The Boulevard, Suite E
Rayne, Louisiana 70578
|
Leased
|
Offices
|
N/A
|
1,472
|
|
3725 Faith Road
Salisbury, North Carolina 28146
|
Owned
|
Manufacturing and Distribution
|
Engineered Coated Products
|
41,465
|
3.21
|
1800 East Pleasant Street
Springfield, Ohio 45505
|
Owned
|
Manufacturing and Distribution
|
Engineered Coated Products
|
208,217
|
4.78
|
760 West 1000 North
Tremonton, Utah 84337
|
Owned
|
Manufacturing
|
Films (stretch, shrink)
|
115,000
|
17.00
|
50 Abbey Avenue
Truro, Nova Scotia B2N 5G6
|
Owned
|
Manufacturing
|
Engineered coated products
|
306,200
|
13.00
|
1800 Enterprise Boulevard
West Sacramento, California 95691
|
Leased
|
Warehouse
|
N/A
|
32,549
|
|
Philipp-Reis-Straße 5
24941 Flensburg
Germany
|
Leased
|
Office
|
N/A
|
1,448
|
|
Lugar de Vilares-Barqueiros
4740-676 Barqueiros BCL Barcelos, Portugal |
Owned
|
Manufacturing
and Distribution |
Films (shrink)
|
35,500
|
5.40
|
SP-1038, RIICO Industrial Area, Chopanki, Bhiwadi-301019, Rajasthan, India
|
Leased (1)
|
Manufacturing
|
Engineered coated products
|
150,000
|
5.97
|
Powerband
354/3,4,5 Vapi-Kachigam Road Daman, India 396210 |
Owned
|
Manufacturing
and Distribution |
Tapes (carton sealing)
|
120,000
|
6.79
|
Powerband
Plot # Z/103/B Dahej SEZ - II Lakhigam Taluka: Vagra Dist, Bharuch |
Leased (1)
|
Manufacturing
and Distribution |
Tapes (carton sealing)
|
110,000
|
20.28
|
SP4-319(A), RIICO Industrial Area
Karoli, Rajasthan, India |
Leased (1)
|
Manufacturing
|
Engineered coated products
|
220,000
|
14.80
|
1536 Cty Rd O
Neenah, Wisconsin 54957
|
Leased
|
Distribution
|
N/A
|
114,650
|
|
4 Kay Street
Scoudouc, New Brunswick E4P 0C8
|
Leased
|
Warehouse
|
N/A
|
50,000
|
|
543 Willow Street
Truro, Nova Scotia B2N 6T3
|
Leased
|
Warehouse
|
N/A
|
27,000
|
|
C 3/5, Prashant Vihar, Sector 14, Rohini, New Delhi - 110085
|
Leased
|
Office
|
N/A
|
100
|
|
(1)
|
The land is leased under a long lease term and the manufacturing facility is owned by the Company.
|
Item 4A:
|
Unresolved Staff Comments
|
Item 5:
|
Operating and Financial Review and Prospects (Management's Discussion & Analysis)
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
|
$
|
|
$
|
|
$
|
|||
Operations
|
|
|
|
|
|
|
|||
Revenue
|
|
1,158.5
|
|
|
1,053.0
|
|
|
898.1
|
|
Gross margin (1)
|
|
21.3
|
%
|
|
20.8
|
%
|
|
22.4
|
%
|
Net earnings attributable to Company shareholders (2)
|
|
41.2
|
|
|
46.8
|
|
|
64.2
|
|
Adjusted net earnings (3)
|
|
57.8
|
|
|
62.2
|
|
|
63.7
|
|
Adjusted EBITDA (3)
|
|
172.2
|
|
|
140.9
|
|
|
129.6
|
|
Cash flows from operating activities
|
|
135.0
|
|
|
90.8
|
|
|
92.1
|
|
Free cash flows (3)
|
|
86.8
|
|
|
15.0
|
|
|
6.8
|
|
Capital expenditures (4)
|
|
48.2
|
|
|
75.8
|
|
|
85.3
|
|
Effective tax rate (5)
|
|
28.3
|
%
|
|
17.4
|
%
|
|
16.9
|
%
|
Per Common Share
|
|
|
|
|
|
|
|||
IPG Net Earnings - diluted
|
|
0.70
|
|
|
0.79
|
|
|
1.08
|
|
Adjusted earnings - diluted (3)
|
|
0.98
|
|
|
1.05
|
|
|
1.07
|
|
Dividend paid per share (6)
|
|
0.58
|
|
|
0.56
|
|
|
0.56
|
|
Financial Position
|
|
|
|
|
|
|
|||
Working capital (7)
|
|
169.4
|
|
|
186.5
|
|
|
135.3
|
|
Total assets
|
|
1,025.7
|
|
|
1,004.8
|
|
|
715.9
|
|
Net debt (8)
|
|
501.8
|
|
|
481.3
|
|
|
270.4
|
|
Total equity attributable to Company shareholders
|
|
260.7
|
|
|
249.8
|
|
|
248.1
|
|
Cash and loan availability (9)
|
|
406.0
|
|
|
393.9
|
|
|
186.6
|
|
Selected Ratios
|
|
|
|
|
|
|
|||
Current Ratio (10)
|
|
2.0
|
|
|
2.1
|
|
|
1.9
|
|
Secured Net Leverage Ratio (3) (11)
|
|
1.4
|
|
|
1.5
|
|
|
2.1
|
|
Total Leverage Ratio (3) (12)
|
|
2.9
|
|
|
3.2
|
|
|
2.1
|
|
Return on equity (13)
|
|
22.6
|
%
|
|
25.0
|
%
|
|
26.3
|
%
|
Stock Information
|
|
|
|
|
|
|
|||
Weighted average shares outstanding - diluted (14)
|
|
58,989
|
|
|
59,084
|
|
|
59,588
|
|
Shares outstanding as of December 31 (14)
|
|
59,010
|
|
|
58,650
|
|
|
58,800
|
|
The Toronto Stock Exchange (CDN$)
|
|
|
|
|
|
|
|||
Share price as of December 31
|
|
16.62
|
|
|
16.92
|
|
|
21.49
|
|
High: 52 weeks
|
|
19.97
|
|
|
22.84
|
|
|
25.41
|
|
Low: 52 weeks
|
|
15.68
|
|
|
14.60
|
|
|
17.49
|
|
(3)
|
These are non-GAAP financial measures defined below and accompanied by a reconciliation to the most directly comparable GAAP financial measure. Refer to the section below entitled "Non-GAAP Financial Measures and Key Performance Indicators."
|
(11)
|
Secured borrowings and lease liabilities less cash, divided by adjusted EBITDA. Secured borrowings and lease liabilities are borrowings and lease liabilities, current and non-current, less Senior Unsecured Notes (defined in the section below entitled "Liquidity and Borrowings") and other unsecured debt. Adjusted EBITDA for the twelve months ending December 31, 2018 used in this calculation includes (i) pre-acquisition results for Polyair, Maiweave and Airtrax (defined later in this document) conformed to the Company's current definition of adjusted EBITDA, which is not normalized for expected run-rates and (ii) the pro forma effects of operating lease payments that were capitalized in accordance with new lease accounting guidance implemented on January 1, 2019.
|
(12)
|
Net debt, divided by adjusted EBITDA. Adjusted EBITDA for the twelve months ending December 31, 2018 used in this calculation includes (i) pre-acquisition results for Polyair, Maiweave and Airtrax conformed to the Company's current definition of adjusted EBITDA, which is not normalized for expected run-rates and (ii) the pro forma effects of operating lease payments that were capitalized in accordance with new lease accounting guidance implemented on January 1, 2019.
|
|
|
High
|
|
Low
|
|
Close
|
|
ADV (1)
|
||||
The Toronto Stock Exchange (CDN$)
|
|
|
|
|
|
|
|
|
||||
Q1
|
|
19.97
|
|
|
16.64
|
|
|
18.15
|
|
|
177,744
|
|
Q2
|
|
19.32
|
|
|
17.50
|
|
|
18.41
|
|
|
141,133
|
|
Q3
|
|
19.34
|
|
|
16.97
|
|
|
17.25
|
|
|
115,885
|
|
Q4
|
|
17.88
|
|
|
15.68
|
|
|
16.62
|
|
|
155,416
|
|
(1)
|
Represents average daily volume sourced from the Toronto Stock Exchange.
|
|
|
1st Quarter
|
|
2nd Quarter
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||
Revenue
|
|
277,823
|
|
|
237,229
|
|
|
207,120
|
|
|
295,609
|
|
|
249,072
|
|
|
210,158
|
|
Cost of sales
|
|
220,027
|
|
|
186,777
|
|
|
157,980
|
|
|
230,915
|
|
|
194,625
|
|
|
162,783
|
|
Gross profit
|
|
57,796
|
|
|
50,452
|
|
|
49,140
|
|
|
64,694
|
|
|
54,447
|
|
|
47,375
|
|
Gross margin
|
|
20.8
|
%
|
|
21.3
|
%
|
|
23.7
|
%
|
|
21.9
|
%
|
|
21.9
|
%
|
|
22.5
|
%
|
Selling, general and administrative expenses
|
|
32,683
|
|
|
29,123
|
|
|
25,974
|
|
|
36,433
|
|
|
27,653
|
|
|
28,717
|
|
Research expenses
|
|
3,168
|
|
|
3,221
|
|
|
2,978
|
|
|
3,023
|
|
|
3,233
|
|
|
2,643
|
|
|
|
35,851
|
|
|
32,344
|
|
|
28,952
|
|
|
39,456
|
|
|
30,886
|
|
|
31,360
|
|
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries)
|
|
21,945
|
|
|
18,108
|
|
|
20,188
|
|
|
25,238
|
|
|
23,561
|
|
|
16,015
|
|
Manufacturing facility closures, restructuring and other related charges (recoveries)
|
|
304
|
|
|
107
|
|
|
267
|
|
|
3,875
|
|
|
(407
|
)
|
|
410
|
|
Operating profit
|
|
21,641
|
|
|
18,001
|
|
|
19,921
|
|
|
21,363
|
|
|
23,968
|
|
|
15,605
|
|
Finance costs (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest
|
|
7,693
|
|
|
2,462
|
|
|
1,148
|
|
|
8,565
|
|
|
3,945
|
|
|
1,283
|
|
Other (income) expense, net
|
|
(655
|
)
|
|
1,125
|
|
|
428
|
|
|
798
|
|
|
1,328
|
|
|
274
|
|
|
|
7,038
|
|
|
3,587
|
|
|
1,576
|
|
|
9,363
|
|
|
5,273
|
|
|
1,557
|
|
Earnings before income tax expense (benefit)
|
|
14,603
|
|
|
14,414
|
|
|
18,345
|
|
|
12,000
|
|
|
18,695
|
|
|
14,048
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current
|
|
1,175
|
|
|
988
|
|
|
2,693
|
|
|
5,977
|
|
|
765
|
|
|
2,753
|
|
Deferred
|
|
2,896
|
|
|
2,132
|
|
|
2,219
|
|
|
(439
|
)
|
|
2,901
|
|
|
1,222
|
|
|
|
4,071
|
|
|
3,120
|
|
|
4,912
|
|
|
5,538
|
|
|
3,666
|
|
|
3,975
|
|
Net earnings
|
|
10,532
|
|
|
11,294
|
|
|
13,433
|
|
|
6,462
|
|
|
15,029
|
|
|
10,073
|
|
Net earnings (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company shareholders
|
|
10,491
|
|
|
11,359
|
|
|
13,462
|
|
|
6,566
|
|
|
15,097
|
|
|
10,199
|
|
Non-controlling interests
|
|
41
|
|
|
(65
|
)
|
|
(29
|
)
|
|
(104
|
)
|
|
(68
|
)
|
|
(126
|
)
|
|
|
10,532
|
|
|
11,294
|
|
|
13,433
|
|
|
6,462
|
|
|
15,029
|
|
|
10,073
|
|
IPG Net Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
0.18
|
|
|
0.19
|
|
|
0.23
|
|
|
0.11
|
|
|
0.26
|
|
|
0.17
|
|
Diluted
|
|
0.18
|
|
|
0.19
|
|
|
0.22
|
|
|
0.11
|
|
|
0.26
|
|
|
0.17
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
58,652,366
|
|
|
58,801,327
|
|
|
59,134,017
|
|
|
58,760,473
|
|
|
58,811,586
|
|
|
59,153,920
|
|
Diluted
|
|
58,924,107
|
|
|
59,146,693
|
|
|
60,202,147
|
|
|
58,955,643
|
|
|
59,103,899
|
|
|
59,557,443
|
|
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||
Revenue
|
|
293,598
|
|
|
279,062
|
|
|
243,444
|
|
|
291,489
|
|
|
287,656
|
|
|
237,404
|
|
Cost of sales
|
|
229,535
|
|
|
221,719
|
|
|
192,575
|
|
|
231,167
|
|
|
231,015
|
|
|
183,381
|
|
Gross profit
|
|
64,063
|
|
|
57,343
|
|
|
50,869
|
|
|
60,322
|
|
|
56,641
|
|
|
54,023
|
|
Gross margin
|
|
21.8
|
%
|
|
20.5
|
%
|
|
20.9
|
%
|
|
20.7
|
%
|
|
19.7
|
%
|
|
22.8
|
%
|
Selling, general and administrative expenses
|
|
35,025
|
|
|
34,230
|
|
|
18,776
|
|
|
32,533
|
|
|
31,460
|
|
|
34,125
|
|
Research expenses
|
|
3,326
|
|
|
2,926
|
|
|
3,091
|
|
|
3,010
|
|
|
2,644
|
|
|
2,889
|
|
|
|
38,351
|
|
|
37,156
|
|
|
21,867
|
|
|
35,543
|
|
|
34,104
|
|
|
37,014
|
|
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries)
|
|
25,712
|
|
|
20,187
|
|
|
29,002
|
|
|
24,779
|
|
|
22,537
|
|
|
17,009
|
|
Manufacturing facility closures, restructuring and other related charges (recoveries)
|
|
1,614
|
|
|
5,777
|
|
|
216
|
|
|
(657
|
)
|
|
1,583
|
|
|
466
|
|
Operating profit
|
|
24,098
|
|
|
14,410
|
|
|
28,786
|
|
|
25,436
|
|
|
20,954
|
|
|
16,543
|
|
Finance costs (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest
|
|
7,764
|
|
|
3,952
|
|
|
2,290
|
|
|
7,668
|
|
|
6,713
|
|
|
2,525
|
|
Other (income) expense, net
|
|
(459
|
)
|
|
(1,497
|
)
|
|
593
|
|
|
3,630
|
|
|
2,854
|
|
|
(4,693
|
)
|
|
|
7,305
|
|
|
2,455
|
|
|
2,883
|
|
|
11,298
|
|
|
9,567
|
|
|
(2,168
|
)
|
Earnings before income tax expense (benefit)
|
|
16,793
|
|
|
11,955
|
|
|
25,903
|
|
|
14,138
|
|
|
11,387
|
|
|
18,711
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current
|
|
6,584
|
|
|
(496
|
)
|
|
2,253
|
|
|
3,459
|
|
|
(323
|
)
|
|
(1,064
|
)
|
Deferred
|
|
(2,332
|
)
|
|
2,742
|
|
|
4,378
|
|
|
(1,010
|
)
|
|
1,093
|
|
|
(1,405
|
)
|
|
|
4,252
|
|
|
2,246
|
|
|
6,631
|
|
|
2,449
|
|
|
770
|
|
|
(2,469
|
)
|
Net earnings
|
|
12,541
|
|
|
9,709
|
|
|
19,272
|
|
|
11,689
|
|
|
10,617
|
|
|
21,180
|
|
Net earnings (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company shareholders
|
|
12,528
|
|
|
9,663
|
|
|
19,244
|
|
|
11,631
|
|
|
10,634
|
|
|
21,319
|
|
Non-controlling interests
|
|
13
|
|
|
46
|
|
|
28
|
|
|
58
|
|
|
(17
|
)
|
|
(139
|
)
|
|
|
12,541
|
|
|
9,709
|
|
|
19,272
|
|
|
11,689
|
|
|
10,617
|
|
|
21,180
|
|
IPG Net Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
0.21
|
|
|
0.16
|
|
|
0.33
|
|
|
0.20
|
|
|
0.18
|
|
|
0.36
|
|
Diluted
|
|
0.21
|
|
|
0.16
|
|
|
0.32
|
|
|
0.20
|
|
|
0.18
|
|
|
0.36
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
58,877,185
|
|
|
58,817,410
|
|
|
59,171,255
|
|
|
58,900,337
|
|
|
58,831,432
|
|
|
58,831,518
|
|
Diluted
|
|
59,058,758
|
|
|
59,081,293
|
|
|
59,527,823
|
|
|
59,027,917
|
|
|
59,055,824
|
|
|
59,154,509
|
|
(1)
|
"Polyair Acquisition" refers to the acquisition by the Company of 100% of the outstanding equity in Polyair Inter Pack, Inc. ("Polyair") on August 3, 2018.
|
(2)
|
"Maiweave Acquisition" refers to the acquisition by the Company of substantially all of the operating assets of Maiweave LLC ("Maiweave") on December 17, 2018.
|
(3)
|
"Airtrax" refers to the acquisition by the Company of substantially all of the assets and assumption of certain liabilities of Airtrax Polymers Private Limited (doing business as "Airtrax") on May 11, 2018 as part of a larger transaction involving Capstone Polyweave Private Limited (doing business as “Capstone”) and its minority shareholders.
|
(4)
|
Non-GAAP financial measure. For definitions and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
|
•
|
Revenue in 2020 is expected to be between $1,135 and $1,200 million. This range reflects expectations for the remainder of 2020, rather than the first quarter of 2020 as the COVID-19 virus effects have not materially impacted results to date. The outlook range reflects management's best estimate as of March 12, 2020 of potential uncertainties over the remainder of 2020 given COVID-19. The range excludes any significant unforeseen fluctuations in raw material prices which can have a direct impact on selling prices.
|
•
|
Adjusted EBITDA for 2020 is expected to be between $160 and $185 million. As in previous years, the Company expects adjusted EBITDA to be proportionately higher in the second, third and fourth quarters of the year relative to the first quarter due to the effects of normal seasonality. The Company expects adjusted EBITDA in the first quarter of 2020 to be lower than the first quarter of 2019 mainly due to the timing of facility down-time and inventory planning initiatives.
|
•
|
Total capital expenditures for 2020 are expected to be between $30 and $40 million. Management has proactively reduced its planned capital expenditures as a precautionary measure given market uncertainty caused by COVID-19.
|
•
|
Free cash flows for 2020 are expected to be between $90 and $110 million. As in previous years, the Company expects free cash flows to be negative in the first quarter and progressively increase throughout the year with the majority being generated in the fourth quarter due to the normal seasonality of working capital requirements.
|
•
|
The Company expects a 25% to 30% effective tax rate for 2020, excluding the potential impact of changes in the mix of earnings between jurisdictions, and cash taxes paid in 2020 to approximate income tax expense which reflects the decreased availability of tax attributes in the form of tax credits and loss carryforwards.
|
•
|
Additional revenue of $107.5 million from the Polyair, Maiweave, and Airtrax acquisitions;
|
•
|
The impact of higher selling prices of approximately $1.9 million primarily in certain tape products partially offset by a decline in price for certain film products; and
|
•
|
An increase in volume/mix of approximately $0.5 million driven by growth in water-activated tape and films which are each product categories directly related to the Company's recent strategic investments. This increase was offset significantly by declines in a retail tape product line, certain industrial tapes, and equipment products.
|
•
|
An unfavourable foreign exchange impact of $4.4 million.
|
•
|
Additional revenue of $91.4 million from the Cantech, Polyair, and Airtrax acquisitions;
|
•
|
An increase in average selling price, including the impact of product mix, of approximately 5.3% or $47.6 million primarily due to:
|
•
|
price increases mainly to mitigate input cost increases in certain tape, film, and woven products; and
|
•
|
a favourable product mix variance in the Company’s tape and film product categories; and
|
•
|
An increase in sales volume of approximately 1.8% or $15.9 million primarily due to an increase in demand for certain woven, film, and tape products.
|
•
|
A decrease in volume/mix of approximately 0.8% or $2.3 million driven by certain carton sealing and industrial tapes. This decrease was partially offset by an increase in water activated tape and film products;
|
•
|
The impact of lower selling prices of approximately $1.2 million primarily in film products partially offset by increased price in certain tape products; and
|
•
|
An unfavourable foreign exchange impact of $0.2 million.
|
•
|
Gross profit increased primarily due to an increase in spread between selling prices and combined raw material and freight costs, and additional gross profit from the Polyair, Maiweave, and Airtrax acquisitions. These favourable impacts were partially offset by an unfavourable product volume/mix.
|
•
|
Gross margin increased primarily due to an increase in spread between selling prices and combined raw material and freight costs, partially offset by the dilutive impact of the Polyair and Maiweave acquisitions and an unfavourable product mix.
|
•
|
Gross profit increased primarily due to additional gross profit from the Cantech, Polyair, and Airtrax acquisitions, an increase in sales volume, a decrease in plant-related operating costs, and an increase in spread between selling prices and combined raw material and freight costs. These favourable items were partially offset by an increase in medical costs and the non-recurrence of insurance claim settlement proceeds of $2.1 million recorded in 2017.
|
•
|
Gross margin decreased primarily due to the dilutive gross margins of the Cantech and Polyair acquisitions, an unfavourable product mix, and an increase in medical costs. These unfavourable items were partially offset by a decrease in certain plant-related operating costs.
|
•
|
Gross profit and gross margin increased primarily due to an increase in spread between selling prices and combined raw material and freight costs and a favourable product volume/mix impact. These favourable items were partially offset by the impact of additional planned down-time in certain plants versus prior year to manage inventory levels.
|
|
|
Three months ended
December 31,
|
|
Year ended
December 31,
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
Income tax expense
|
|
2.4
|
|
|
0.8
|
|
|
16.3
|
|
|
9.8
|
|
|
13.0
|
|
Earnings before income tax expense
|
|
14.1
|
|
|
11.4
|
|
|
57.5
|
|
|
56.5
|
|
|
77.0
|
|
Effective tax rate
|
|
17.3
|
%
|
|
6.8
|
%
|
|
28.3
|
%
|
|
17.4
|
%
|
|
16.9
|
%
|
|
|
Three months ended
|
|
Twelve months ended
|
|||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
M&A Costs
|
|
3.3
|
|
|
2.5
|
|
|
11.2
|
|
|
9.5
|
|
|
7.5
|
|
|
Three months ended
December 31, |
|
Year ended
December 31, |
|||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||
IPG Net Earnings
|
11.6
|
|
|
10.6
|
|
|
41.2
|
|
|
46.8
|
|
|
64.2
|
|
|
|
Manufacturing facility closures, restructuring and other related (recoveries) charges
|
(0.7
|
)
|
|
1.6
|
|
|
5.1
|
|
|
7.1
|
|
|
1.4
|
|
|
|
M&A Costs
|
3.3
|
|
|
2.5
|
|
|
11.2
|
|
|
9.5
|
|
|
7.5
|
|
|
|
Share-based compensation (benefit) expense
|
(1.5
|
)
|
|
0.4
|
|
|
0.5
|
|
|
1.9
|
|
|
3.3
|
|
|
|
Impairment of long-lived assets and other assets
|
0.6
|
|
|
0.0
|
|
|
0.9
|
|
|
0.1
|
|
|
0.2
|
|
|
|
Loss on disposal of property, plant and equipment
|
0.4
|
|
|
0.0
|
|
|
0.6
|
|
|
0.2
|
|
|
0.3
|
|
|
|
Other item: special income tax events
|
—
|
|
|
—
|
|
|
2.3
|
|
(1
|
)
|
—
|
|
|
(9.6
|
)
|
(2)
|
Income tax effect of these items
|
(0.2
|
)
|
|
(0.9
|
)
|
|
(4.0
|
)
|
|
(3.3
|
)
|
|
(3.5
|
)
|
|
|
Adjusted net earnings
|
13.6
|
|
|
14.2
|
|
|
57.8
|
|
|
62.2
|
|
|
63.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
IPG Net Earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
0.20
|
|
|
0.18
|
|
|
0.70
|
|
|
0.79
|
|
|
1.09
|
|
|
|
Diluted
|
0.20
|
|
|
0.18
|
|
|
0.70
|
|
|
0.79
|
|
|
1.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
0.23
|
|
|
0.24
|
|
|
0.98
|
|
|
1.06
|
|
|
1.08
|
|
|
|
Diluted
|
0.23
|
|
|
0.24
|
|
|
0.98
|
|
|
1.05
|
|
|
1.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
58,900,337
|
|
|
58,831,432
|
|
|
58,798,488
|
|
|
58,815,526
|
|
|
59,072,119
|
|
|
|
Diluted
|
59,027,917
|
|
|
59,055,824
|
|
|
58,989,134
|
|
|
59,084,175
|
|
|
59,587,769
|
|
|
(1)
|
Represents a proposed state income tax assessment and the related interest expense recognized in the second quarter of 2019 totalling $2.3 million resulting from the denial of the utilization of certain net operating losses generated in tax years 2000-2006.
|
(2)
|
Represents the impact of the net tax benefit in the fourth quarter of 2017 resulting mainly from the remeasurement of the US net deferred tax liability using the lower US corporate tax rate provided under the TCJA.
|
|
|
Three months ended
December 31, |
|
Year ended
December 31, |
|||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
Net earnings
|
|
11.7
|
|
|
10.6
|
|
|
41.2
|
|
|
46.6
|
|
|
64.0
|
|
Interest and other finance costs
|
|
11.3
|
|
|
9.6
|
|
|
35.0
|
|
|
20.9
|
|
|
3.8
|
|
Income tax expense
|
|
2.4
|
|
|
0.8
|
|
|
16.3
|
|
|
9.8
|
|
|
13.0
|
|
Depreciation and amortization
|
|
16.2
|
|
|
13.1
|
|
|
61.4
|
|
|
44.8
|
|
|
36.1
|
|
EBITDA
|
|
41.6
|
|
|
34.0
|
|
|
154.0
|
|
|
122.2
|
|
|
117.0
|
|
Manufacturing facility closures, restructuring and other related (recoveries) charges
|
|
(0.7
|
)
|
|
1.6
|
|
|
5.1
|
|
|
7.1
|
|
|
1.4
|
|
M&A Costs
|
|
3.3
|
|
|
2.5
|
|
|
11.2
|
|
|
9.5
|
|
|
7.5
|
|
Share-based compensation (benefit) expense
|
|
(1.5
|
)
|
|
0.4
|
|
|
0.5
|
|
|
1.9
|
|
|
3.3
|
|
Impairment of long-lived assets and other assets
|
|
0.6
|
|
|
0.0
|
|
|
0.9
|
|
|
0.1
|
|
|
0.2
|
|
Loss on disposal of property, plant and equipment
|
|
0.4
|
|
|
0.0
|
|
|
0.6
|
|
|
0.2
|
|
|
0.3
|
|
Adjusted EBITDA
|
|
43.8
|
|
|
38.5
|
|
|
172.2
|
|
|
140.9
|
|
|
129.6
|
|
(1)
|
In millions of USD
|
(1)
|
In millions of USD
|
|
|
Three months ended
December 31,
|
|
Year ended
December 31,
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
Cash flows from operating activities
|
|
73.3
|
|
|
70.2
|
|
|
135.0
|
|
|
90.8
|
|
|
92.1
|
|
Less purchases of property, plant and equipment
|
|
(9.6
|
)
|
|
(18.2
|
)
|
|
(48.2
|
)
|
|
(75.8
|
)
|
|
(85.3
|
)
|
Free cash flows
|
|
63.7
|
|
|
52.0
|
|
|
86.8
|
|
|
15.0
|
|
|
6.8
|
|
|
|
Year Ended
December 31, 2019 |
|
Total Project Expenditures Since Inception
|
||
|
|
$
|
|
$
|
||
Capstone Greenfield Project (1) (2)
|
|
3.4
|
|
|
28.7
|
|
Powerband Investment Project (1)
|
|
5.7
|
|
|
21.4
|
|
(1)
|
Subject to foreign exchange impact.
|
(2)
|
Excluding any government subsidies.
|
|
|
Payments Due by Period (1)
|
|||||||||||||
|
|
Total
|
|
Less
than
1 year
|
|
1-3
years
|
|
4-5
years
|
|
After
5 years
|
|||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
Debt obligations (2)
|
|
615.7
|
|
|
46.1
|
|
|
84.5
|
|
|
203.3
|
|
|
281.8
|
|
Standby letters of credit (2)
|
|
3.4
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capitalized lease obligations (3)
|
|
57.3
|
|
|
8.7
|
|
|
18.3
|
|
|
12.4
|
|
|
17.9
|
|
Pensions, post-retirement and other long-term employee benefit plans (4)
|
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating lease and service contract obligations
|
|
1.4
|
|
|
0.5
|
|
|
0.6
|
|
|
0.3
|
|
|
—
|
|
Equipment purchase commitments
|
|
9.0
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Utilities contract obligations (5)
|
|
19.2
|
|
|
6.1
|
|
|
9.4
|
|
|
3.7
|
|
|
—
|
|
Raw material purchase commitments (6)
|
|
21.7
|
|
|
21.2
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
Other obligations (7)
|
|
7.4
|
|
|
2.4
|
|
|
2.3
|
|
|
1.4
|
|
|
1.3
|
|
Total
|
|
741.1
|
|
|
103.3
|
|
|
115.7
|
|
|
221.1
|
|
|
301.0
|
|
(1)
|
"Less than 1 year" represents those payments due in 2020, "1-3 years" represents those payments due in 2021 and 2022, "3-5 years" represents those payments due in 2023 and 2024, while "After 5 years" includes those payments due in later years.
|
(2)
|
Refer to the previous section entitled "Liquidity and Borrowings" and Note 14 in the Company’s Financial Statements for a complete discussion of borrowings. The figures in the table above include interest expense payments of $145.4 million representing the contractual undiscounted cash flows categorized by their earliest contractual maturity date. During 2019, $2.4 million was reclassified from borrowings to deferred income in other liabilities pertaining to forgivable government loans. Refer to Note 24 in the Company’s Financial Statements for a complete discussion of liquidity risk.
|
(3)
|
The figures in the table above include interest expense included in minimum lease payments of $12.6 million and exclude variable lease payments. Refer to Note 24 in the Company’s Financial Statements for a complete discussion of liquidity risk.
|
(4)
|
Pension, post-retirement and other long-term employee benefit plans includes contributions associated with defined benefit and defined contribution plans. Defined benefit plan contributions represent the minimum required amount the Company expects to contribute in 2020, including benefit payments associated with the health & welfare and other post-retirement plans. Defined benefit plan contributions beyond 2020 are not determinable since the amount of any contributions is heavily dependent on the future economic environment and investment returns on pension plan assets. Volatility in the global financial markets could have an unfavourable impact on the Company’s future pension and other post-retirement benefits funding obligations as well as net periodic benefit cost.
|
(5)
|
Utilities contract obligations include agreements with various utility suppliers to fix certain energy costs, including natural gas and electricity, for minimum amounts of consumption at several of the Company’s manufacturing facilities, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above are estimates of utility billings over the term of the contracts based on the contracted fixed terms and current market rate assumptions. The Company currently knows of no event, trend or uncertainty that may affect the availability or benefits of the agreements now or in the future.
|
(6)
|
Raw material purchase commitments include certain raw materials from suppliers under consignment agreements, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above represent raw material inventory on hand or in transit, owned by the Company’s suppliers, that the Company expects to consume.
|
(7)
|
Other obligations include provisions for (i) environmental obligations primarily related to the Columbia, South Carolina manufacturing facility, (ii) restoration obligations associated with leased facilities, (iii) termination benefits, (iv) litigation provisions, (v) total future cash outflows associated with leases committed but not commenced as of December 31, 2019, (vi) expected undiscounted future cash outflows due under interest rate swap agreements and (vii) other liabilities. Refer to Note 15, 16 and 17 in the Company’s Financial Statements for a complete discussion of lease liabilities, provisions and contingent liabilities, and other liabilities, respectively.
|
Declared Date
|
|
Paid date
|
|
Per common
share
amount
|
|
Shareholder
record date
|
|
Common
shares issued
and
outstanding
|
|
Aggregate
payment
|
|||||
March 12, 2019
|
|
March 29, 2019
|
|
$
|
0.14
|
|
|
March 22, 2019
|
|
58,665,310
|
|
|
$
|
8.2
|
|
May 8, 2019
|
|
June 28, 2019
|
|
$
|
0.14
|
|
|
June 14, 2019
|
|
58,877,185
|
|
|
$
|
8.4
|
|
August 7, 2019
|
|
September 30, 2019
|
|
$
|
0.1475
|
|
|
September 16, 2019
|
|
58,877,185
|
|
|
$
|
8.7
|
|
November 8, 2019
|
|
December 30, 2019
|
|
$
|
0.1475
|
|
|
December 16, 2019
|
|
58,939,685
|
|
|
$
|
8.7
|
|
|
|
|
2018
|
||
Common shares repurchased
|
|
|
217,100
|
|
|
Average price per common share including commissions
|
|
|
CDN$
|
16.02
|
|
Total purchase price including commissions (1)
|
|
|
$
|
2.6
|
|
(1)
|
In millions of USD
|
TSR Ranking Relative to the Peer Group
|
Percent of Target Shares Vested
(%)
|
Less than the 25th percentile
|
0
|
25th percentile
|
50
|
50th percentile
|
100
|
75th percentile or above
|
150
|
|
|
Three months ended
December 31, |
|
Year ended
December 31, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Equity-settled
|
|
|
|
|
|
|
|
|
||||
Stock options granted
|
|
—
|
|
|
—
|
|
|
392,986
|
|
|
242,918
|
|
Stock options exercised
|
|
132,500
|
|
|
50,000
|
|
|
359,375
|
|
|
67,500
|
|
Stock options forfeited/cancelled
|
|
—
|
|
|
—
|
|
|
(32,503
|
)
|
|
—
|
|
Cash proceeds (in millions of USD)
|
|
$1.3
|
|
$0.5
|
|
$3.3
|
|
$0.6
|
||||
Cash-settled
|
|
|
|
|
|
|
|
|
||||
DSUs granted
|
|
9,003
|
|
|
26,031
|
|
|
72,434
|
|
|
69,234
|
|
DSUs settled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,668
|
|
PSUs granted
|
|
—
|
|
|
—
|
|
|
291,905
|
|
|
284,571
|
|
PSUs (cancelled)/added by performance factor (1)
|
|
(30,161
|
)
|
|
—
|
|
|
(401,319
|
)
|
|
(2,125
|
)
|
PSUs settled (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(335,465
|
)
|
PSUs forfeited/cancelled
|
|
(9,669
|
)
|
|
—
|
|
|
(23,739
|
)
|
|
(16,053
|
)
|
RSUs granted
|
|
—
|
|
|
—
|
|
|
120,197
|
|
|
113,047
|
|
RSUs forfeited/cancelled
|
|
(2,013
|
)
|
|
—
|
|
|
(7,412
|
)
|
|
(1,228
|
)
|
SARs exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,500
|
|
Cash settlements (in millions of USD)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$7.9
|
|
Share-based compensation (benefit) expense (in millions of USD)
|
|
$(1.5)
|
|
$0.4
|
|
$0.5
|
|
$1.9
|
(1)
|
The table below provides further information regarding the PSUs settled included in the table above. The number of "Target Shares" reflects 100% of the PSUs granted and the number of PSUs settled reflects the performance adjustments to the Target Shares:
|
Grant Date
|
|
Date Settled
|
|
Target Shares
|
|
Performance
|
|
PSUs settled
|
|||
March 21, 2016
|
|
March 21, 2019
|
|
371,158
|
|
|
0
|
%
|
|
—
|
|
December 20, 2016
|
|
December 20, 2019
|
|
30,161
|
|
|
0
|
%
|
|
—
|
|
|
|
Three months ended
December 31, |
|
Year ended
December 31, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
|
$
|
|
$
|
|
$
|
|
$
|
||||
Equity-settled
|
|
0.2
|
|
|
0.1
|
|
|
0.7
|
|
|
0.5
|
|
Cash-settled
|
|
(1.7
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|
1.4
|
|
Total
|
|
$(1.5)
|
|
$0.4
|
|
$0.5
|
|
$1.9
|
|
Effective Date
|
|
Maturity
|
|
Notional amount
|
|
Settlement
|
|
Fixed interest
rate paid
|
|
Qualifying cash flow hedges:
|
|
|
|
|
$
|
|
|
|
%
|
|
|
June 8, 2017
|
|
June 20, 2022
|
|
40.0
|
|
|
Monthly
|
|
1.7900
|
|
August 20, 2018
|
|
August 18, 2023
|
|
60.0
|
|
|
Monthly
|
|
2.0450
|
(1)
|
On December 12, 2019, the interest rate swap was terminated by the Company ahead of its maturity date of July 18, 2022 and was settled in full.
|
(2)
|
On November 18, 2019, the interest rate swap agreement matured and was settled in full.
|
•
|
monitors the Company's exposures and cash flows, taking into account the large extent of naturally offsetting exposures,
|
•
|
considers the Company's ability to adjust its selling prices due to foreign currency movements and other market conditions, and
|
•
|
considers borrowing under available debt facilities in the most advantageous manner, after considering interest rates, foreign currency exposures, expected cash flows and other factors.
|
|
2019
|
|
2018
|
||
|
$
|
|
$
|
||
Gains/(losses) from change in value of hedging instrument used for calculating hedge ineffectiveness
|
11.2
|
|
|
(10.9
|
)
|
Gains/(losses) from hedging instrument recognized in OCI
|
10.3
|
|
|
(9.4
|
)
|
Gains/(losses) from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net
|
0.9
|
|
|
(1.5
|
)
|
Foreign exchange gains recognized in CTA in the statement of changes in equity
|
0.0
|
|
|
0.0
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Notional amount
|
250.0
|
|
|
250.0
|
|
Carrying amount
|
245.7
|
|
|
245.3
|
|
|
2019
|
|
2018
|
||
|
$
|
|
$
|
||
(Loss)/gain from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness
|
(10.3
|
)
|
|
9.4
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Debit (credit) balance included in foreign currency translation reserve in OCI
|
0.9
|
|
|
(9.4
|
)
|
Item 6:
|
Directors, Senior Management and Employees
|
|
A.
|
DIRECTORS AND SENIOR MANAGEMENT
|
Name and
City of Residence
|
Position and Occupation
|
First Year as
Director
|
Robert M. Beil
Phoenix, Arizona
|
Director
Sales, Marketing, Business and Executive Management, The Dow Chemical Company, 1975 to 2006
|
2007
|
Frank Di Tomaso, FCPA, FCA, ICD.D
Montreal, Quebec, Canada |
Director
Director, Birks Group Inc. (1) (designer, manufacturer and retailer of jewelry, timepieces, silverware and gifts), 2014 to present Director, National Bank Trust (asset management and trust services firm), 2012 to 2019 Director, National Bank Life Assurance Company, 2012 to 2019 Director, Yorbeau Resources Inc. (gold exploration company), 2011 to 2016 Director, ADF Group Inc. (1) (complex structural steel and heavy built-up steel components for the non-residential construction industry), 2015 to present Director, Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River), 2011 to present |
2014
|
Robert J. Foster
Toronto, Ontario, Canada |
Director
President and CEO, Capital Canada Limited (investment banking firm), 1977 to present |
2010
|
Dahra Granovsky
Toronto, Ontario, Canada
|
Director
CEO, Beresford Accurate Folding Cartons (folding carton packaging company), 2016 to present
Managing Director, Chem-Ecol (lubricant company), 2015 to present
Director and Chairperson of the Corporate Governance Committee, Hammond Power Solutions (dry-type electrical transformer business) (1), 2011 to present
Director, Atlantic Packaging Products Ltd. (corrugated packaging company), 2000 to present
Director, Velan Inc. (industrial valve manufacturing company), 2019 to present
|
2019
|
Name and
City of Residence
|
Position and Occupation
|
First Year as
Director
|
James Pantelidis
Toronto, Ontario, Canada
|
Chairman of the Board of Directors
Director and Chairman of the Board of Parkland Fuel Corporation (1) (distributor and marketer of fuels and lubricants), 1999 to present
Chairman of the Supply and Development Committee of Parkland Fuel Corporation, 2009 to present
Director and Chairman of the Board of EnerCare Inc. (1) (home services company), 2002 to 2018
Director and Chairman of Human Resources Committee of RONA Inc. (retailer and distributor of hardware, building materials and home renovation products), 2004 to 2016
Director, Chairman of the Investment Committee, and Member of the Human Resources and Compensation Committee, Industrial Alliance Insurance and Financial Services Inc. (insurance company), 2002 to 2016
|
2012
|
Jorge N. Quintas
Porto, Portugal
|
Director
President, Nelson Quintas SGPS, SA (manufacturer of electrical and telecommunication cables), 2009 to present
|
2009
|
Mary Pat Salomone
Naples, Florida |
Director
Director, Chairperson of the Compensation Committee, and member of the Nominating and Governance Committee, Herc Holdings Inc. (1) (rental company), 2016 to present Director, Chairperson of the Health, Safety, Sustainability and Environment Committee, and member of the Governance Committee, TC Energy Corporation (formerly TransCanada Corporation) (1) (energy infrastructure company), 2013 to present Director, TransCanada Pipelines Limited (1) (energy infrastructure company), 2013 to present Senior Vice President and Chief Operating Officer, Babcock & Wilcox Company (power generation systems and specialty manufacturer of nuclear components company), 2010 to 2013 |
2015
|
Gregory A.C. Yull
Sarasota, Florida |
Director
CEO and President of the Company, 2010 to present President Tapes and Films Division of the Company, 2005 to 2010 Executive Vice President, Industrial Business Unit for Tapes and Films, 2004 to 2005 |
2010
|
Melbourne F. Yull
Sarasota, Florida |
Director
Executive Director from June 28, 2007 to June 8, 2010 Retired, 2006 to 2007 Prior thereto he was Chairman of the Board and CEO of the Company, 1981 to 2006 Father of Gregory A.C. Yull |
1989-2006
2007 |
(1)
|
A publicly traded company.
|
Name and City of
Residence
|
Position and Occupation
|
First Elected
To Office
|
Gregory A.C. Yull
Sarasota, Florida
|
CEO & President
|
2010
|
Jeffrey Crystal, CPA, CA
Sarasota, Florida
|
CFO
|
2014
|
Douglas Nalette
Bradenton, Florida
|
Senior Vice President, Operations
|
2006
|
Shawn Nelson
Bradenton, Florida
|
Senior Vice President, Sales
|
2010
|
Joseph Tocci
Bradenton, Florida
|
Senior Vice President, Global Sourcing and Supply Chain
|
2013
|
|
B.
|
COMPENSATION
|
|
Annual Board and Committee Fees Earned
$
|
|
Allocation of Annual Fees(1)
|
|
|
|
Share-Based Awards
|
||
Name
|
|
DSUs(2)
$
|
|
Cash
$
|
|
Other
$ |
|
DSUs(3)
$ |
|
Robert M. Beil
|
75,000
|
|
—
|
|
75,000
|
|
—
|
|
95,000
|
Frank Di Tomaso
|
80,000
|
|
—
|
|
80,000
|
|
—
|
|
95,000
|
Dahra Granovsky
|
39,800
|
|
—
|
|
39,800
|
|
—
|
|
95,000
|
Robert J. Foster
|
77,500
|
|
35,000
|
|
42,500
|
|
—
|
|
95,000
|
James Pantelidis
|
134,000
|
|
—
|
|
134,000
|
|
—
|
|
95,000
|
Jorge N. Quintas
|
64,500
|
|
64,500
|
|
—
|
|
—
|
|
95,000
|
Mary Pat Salomone
|
72,500
|
|
—
|
|
72,500
|
|
—
|
|
95,000
|
Melbourne F. Yull
|
66,500
|
|
—
|
|
66,500
|
|
260,935
|
(4)
|
95,000
|
(1)
|
Under the DSU Plan, directors are able to elect to receive 0%, 50% or 100% of their annual retainer in the form of DSUs.
|
(2)
|
Amounts represent the grant date fair value of DSUs elected in lieu of cash for Board and Committee fees earned (see "Deferred Share Unit Plan" below for further details including number of shares issued).
|
(3)
|
Amounts represent the grant date fair value of DSUs granted. Amounts presented do not include DSUs elected in lieu of cash for semi-annual directors’ fees (see "Deferred Share Unit Plan" below for further details including number of shares issued).
|
•
|
Adjusted EBITDA grew 22% from $140.9 million in 2018 to $172.2 million in 2019, and cash flows from operating activities grew 49% from $90.8 million in 2018 to $135.0 million in 2019. In addition, free cash flows grew by close to five times from $15.0 million in 2018 to $86.8 million in 2019.
|
•
|
Three greenfield investments were commissioned - a second water-activated tape line in Midland, North Carolina and the carton sealing tapes and woven facilities, both in India.
|
•
|
Capital expenditures, both for growth and maintenance, of $48 million were squarely in line with our projected range of $45 to $55 million.
|
•
|
Acquisition synergies are being delivered. The Maiweave acquisition achieved targeted synergies, ahead of schedule, and the integration of Polyair is ongoing through 2021, including new product opportunities.
|
•
|
Stock Options - provide a strong incentive linked directly to share price improvement & only deliver value when share price increases above the exercise price.
|
•
|
PSUs - reward the achievement of financial returns, through a return on invested capital measure, as well as strong performance relative to peer companies, through a relative total shareholder return measure.
|
•
|
RSUs - provide alignment with shareholders through participation in share price movement and add retention value to the long-term incentive plan.
|
|
|
Annual Compensation
|
|
Share-based Awards
|
|
Option-based Awards (4)
$
|
|||||
Name
|
|
Salary (1)
$ |
|
Bonus
$ |
|
Other
$ |
|
Performance
Share Units (2) $ |
Restricted Share Units (3)
$ |
|
|
Gregory A.C. Yull
|
|
828,335
|
|
1,115,204
|
|
37,135
|
(5)
|
961,472
|
462,557
|
|
425,112
|
Jeffrey Crystal
|
|
457,341
|
|
460,072
|
|
9,633
|
(6)
|
220,883
|
106,265
|
|
98,027
|
Douglas Nalette
|
|
389,551
|
|
261,856
|
|
—
|
|
116,939
|
56,252
|
|
51,898
|
Shawn Nelson
|
|
364,193
|
|
243,199
|
|
—
|
|
116,939
|
56,252
|
|
51,898
|
Joseph Tocci
|
|
347,031
|
|
232,933
|
|
—
|
|
116,939
|
56,252
|
|
51,898
|
(1)
|
Represents amounts included in each executive’s W-2, rather than the base salary amount.
|
(2)
|
Amounts represent the grant date fair value of PSUs granted (see "Performance and Restricted Share Unit Plan" below for further details including number of awards issued).
|
(3)
|
Amounts represent the grant date fair value of RSUs granted (see "Performance and Restricted Share Unit Plan" below for further details including number of awards issued).
|
(4)
|
Amounts represent the grant date fair value of stock options granted.
|
(5)
|
Represents amounts paid related to an auto allowance and club membership pursuant to the terms of Mr. Yull’s employment agreement.
|
(6)
|
Represents amounts paid related to a club membership, pursuant to the terms of Mr. Crystal's employment agreement.
|
Name
|
|
Compensation Deferred in 2019
$
|
|
Accumulated Value at Year End
$ |
||
Gregory A.C. Yull
|
|
151,427
|
|
|
795,190
|
|
Jeffrey Crystal
|
|
59,468
|
|
|
474,391
|
|
Douglas Nalette
|
|
—
|
|
|
—
|
|
Shawn Nelson
|
|
—
|
|
|
—
|
|
Joseph Tocci
|
|
75,000
|
|
|
377,782
|
|
|
|
Gregory
A.C. Yull |
|
Jeffrey
Crystal |
|
Douglas
Nalette |
|
Shawn Nelson
|
|
Joseph
Tocci |
||||||
Incentive plan award as a percentage of salary:
|
|
|
|
|
|
|
|
|
|
|
||||||
Minimum
|
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Threshold
|
|
|
50
|
%
|
|
38
|
%
|
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
Target
|
|
|
100
|
%
|
|
75
|
%
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Maximum
|
|
|
200
|
%
|
|
150
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Compensation Adjusted EBITDA
|
|
Compensation Cash Flows
|
||
Threshold ($)
|
|
161,500,000
|
|
|
132,200,000
|
|
Target ($)
|
|
173,900,000
|
|
|
140,200,000
|
|
Maximum ($)
|
|
186,200,000
|
|
|
148,200,000
|
|
Actual ($)
|
|
178,482,890
|
|
|
141,996,150
|
|
Evaluation of Performance to Target (%)
|
|
102.6
|
%
|
|
101.3
|
%
|
Company Performance Factor (%)
|
|
137.3
|
%
|
|
122.5
|
%
|
Weighted Company Performance Factor
|
|
133.6
|
|
%
|
|
|
Gregory
A.C. Yull |
|
Jeffrey
Crystal |
|
Douglas
Nalette |
|
Shawn Nelson
|
|
Joseph
Tocci |
|||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
2019 Annual Eligible Base Salary
|
|
835,000
|
|
|
459,300
|
|
|
392,125
|
|
|
364,186
|
|
|
348,813
|
|
Target Amount
|
|
835,000
|
|
|
344,475
|
|
|
196,063
|
|
|
182,093
|
|
|
174,407
|
|
Weighted Company Performance Factor x Target Amount
|
|
1,115,204
|
|
|
460,072
|
|
|
261,856
|
|
|
243,199
|
|
|
232,933
|
|
TSR Ranking Relative to the Peer Group
|
Percent of Target Shares Vested
|
|
First Quartile TSR ranking
|
150
|
%
|
Second Quartile TSR ranking
|
100
|
%
|
Third Quartile TSR ranking
|
50
|
%
|
Fourth Quartile TSR ranking
|
0
|
%
|
TSR Ranking Relative to the Peer Group
|
Percent of Target Shares Vested
|
|
Less than the 25th percentile
|
0
|
%
|
25th percentile
|
50
|
%
|
50th percentile
|
100
|
%
|
75th percentile or above
|
150
|
%
|
•
|
50% based on the Company's TSR relative to the Peer Group over the measurement period as set out in the table below.
|
•
|
50% based on the average return on invested capital over the measurement period (the “ROIC Performance”) as set out in the table below.
|
Name
|
|
PSU Awards
granted
|
|
% of total PSU
awards granted in
fiscal year
|
|
Market value on
date of grant (1)
|
|
Expiration date
|
Gregory A.C. Yull
|
|
67,330
|
|
23%
|
|
$14.28
|
|
12/31/2022
|
Jeffrey Crystal
|
|
15,468
|
|
5%
|
|
$14.28
|
|
12/31/2022
|
Douglas Nalette
|
|
8,189
|
|
3%
|
|
$14.28
|
|
12/31/2022
|
Shawn Nelson
|
|
8,189
|
|
3%
|
|
$14.28
|
|
12/31/2022
|
Joseph Tocci
|
|
8,189
|
|
3%
|
|
$14.28
|
|
12/31/2022
|
(1)
|
The base value (or grant date fair value) of a PSU is based 50% on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date (CDN$ 18.31, USD$ 13.74) and 50% on an estimated value derived using the Monte Carlo simulation model implemented in a risk-neutral framework considering the following assumptions:
|
PSU Grant Date
|
|
March 21, 2019
|
Grant recipient
|
|
All
|
Performance period starting price
|
|
CDN$16.36
|
Valuation date stock price
|
|
CDN$18.06
|
Estimated dividend yield
|
|
0%
|
US risk-free interest rate
|
|
2.36%
|
Canadian risk-free interest rate
|
|
1.6%
|
Estimated volatility
|
|
25%
|
Term
|
|
3 years
|
Result
|
|
CDN$19.79
|
|
|
(USD$14.82)
|
Name
|
Number of PSUs at fiscal
year-end |
|
Number of PSUs adjusted for performance at fiscal year end(1)
|
|
Value of PSUs at fiscal year-end (2)
|
|
Unvested
|
|
Unvested
|
|
Unvested
|
Gregory A.C. Yull
|
215,178
|
|
103,622
|
|
1,312,886
|
Jeffrey Crystal
|
50,545
|
|
23,805
|
|
301,614
|
Douglas Nalette
|
26,846
|
|
12,603
|
|
159,683
|
Shawn Nelson
|
26,846
|
|
12,603
|
|
159,683
|
Joseph Tocci
|
25,965
|
|
12,603
|
|
159,683
|
(1)
|
The final number of PSUs that vest will range from 0% to 175% of the initial number awarded based on predetermined performance criteria. Based on the Company’s performance as of December 31, 2019, the number of PSUs earned if all of the outstanding awards were to be settled at December 31, 2019, would be as follows:
|
Grant Date
|
% of Target Shares
|
|
March 20, 2017
|
0
|
%
|
March 21, 2018
|
107.2
|
%
|
March 21, 2019
|
63.5
|
%
|
(2)
|
The fair value of the PSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2019 (CDN$ 16.63, USD$ 12.67)
|
Name
|
|
RSU Awards
granted |
|
% of total RSU
awards granted in fiscal year |
|
Market value on
date of grant (1) |
|
Expiration date
|
Gregory A.C. Yull
|
|
33,665
|
|
28%
|
|
$13.74
|
|
12/31/2022
|
Jeffrey Crystal
|
|
7,734
|
|
6%
|
|
$13.74
|
|
12/31/2022
|
Douglas Nalette
|
|
4,094
|
|
3%
|
|
$13.74
|
|
12/31/2022
|
Shawn Nelson
|
|
4,094
|
|
3%
|
|
$13.74
|
|
12/31/2022
|
Joseph Tocci
|
|
4,094
|
|
3%
|
|
$13.74
|
|
12/31/2022
|
(1)
|
The grant date fair value of a RSU is based on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date, March 21, 2019 (CDN$ 18.31, USD$ 13.74).
|
Name
|
Number of RSUs at fiscal
year-end |
|
Value of RSUs at fiscal year-end (1)
|
Gregory A.C. Yull
|
62,055
|
|
786,237
|
Jeffrey Crystal
|
14,256
|
|
180,624
|
Douglas Nalette
|
7,547
|
|
95,620
|
Shawn Nelson
|
7,547
|
|
95,620
|
Joseph Tocci
|
7,547
|
|
95,620
|
(1)
|
The fair value of the RSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2019 (CDN$ 16.63, USD$ 12.67).
|
Name
|
|
Grant date
|
|
DSU Awards
granted |
|
% of total DSU
awards granted in fiscal year |
|
Market value on
date of grant |
|
Expiration
date |
Robert M. Beil
|
|
4/1/2019
|
|
288
|
|
0%
|
|
$13.25
|
|
n/a
|
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
352
|
|
0%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
392
|
|
1%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
411
|
|
1%
|
|
$12.57
|
|
n/a
|
Frank Di Tomaso
|
|
4/1/2019
|
|
225
|
|
0%
|
|
$13.25
|
|
n/a
|
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
290
|
|
0%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
324
|
|
0%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
340
|
|
0%
|
|
$12.57
|
|
n/a
|
Dahra Granovsky
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
70
|
|
0%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
78
|
|
0%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
82
|
|
0%
|
|
$12.57
|
|
n/a
|
Robert J. Foster
|
|
4/1/2019
|
|
469
|
|
1%
|
|
$13.25
|
|
n/a
|
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
6/17/2019
|
|
2,493
|
|
3%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
555
|
|
1%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
619
|
|
1%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
649
|
|
1%
|
|
$12.57
|
|
n/a
|
James Pantelidis
|
|
4/1/2019
|
|
226
|
|
0%
|
|
$13.25
|
|
n/a
|
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
291
|
|
0%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
324
|
|
0%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
340
|
|
0%
|
|
$12.57
|
|
n/a
|
Jorge N. Quintas
|
|
4/1/2019
|
|
416
|
|
1%
|
|
$13.25
|
|
n/a
|
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
6/17/2019
|
|
2,030
|
|
3%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
498
|
|
1%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
555
|
|
1%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
582
|
|
1%
|
|
$12.57
|
|
n/a
|
|
|
12/31/2019
|
|
2,911
|
|
4%
|
|
$12.47
|
|
n/a
|
Mary Pat Salomone
|
|
4/1/2019
|
|
175
|
|
0%
|
|
$13.25
|
|
n/a
|
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
241
|
|
0%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
269
|
|
0%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
282
|
|
0%
|
|
$12.57
|
|
n/a
|
Melbourne F. Yull
|
|
4/1/2019
|
|
306
|
|
0%
|
|
$13.25
|
|
n/a
|
|
|
6/17/2019
|
|
6,767
|
|
9%
|
|
$14.04
|
|
n/a
|
|
|
7/8/2019
|
|
370
|
|
1%
|
|
$13.66
|
|
n/a
|
|
|
10/1/2019
|
|
412
|
|
1%
|
|
$13.03
|
|
n/a
|
|
|
12/31/2019
|
|
433
|
|
1%
|
|
$12.57
|
|
n/a
|
Name
|
|
Number of vested DSUs outstanding
at fiscal year-end |
|
Value of vested DSUs outstanding (1)
|
Robert M. Beil
|
|
35,411
|
|
448,657
|
Frank Di Tomaso
|
|
29,231
|
|
370,357
|
Dahra Granovsky
|
|
6,997
|
|
88,652
|
Robert J. Foster
|
|
55,924
|
|
708,557
|
James Pantelidis
|
|
29,261
|
|
370,737
|
Jorge N. Quintas
|
|
53,074
|
|
672,448
|
Mary Pat Salomone
|
|
24,282
|
|
307,653
|
Melbourne F. Yull
|
|
37,247
|
|
471,919
|
(1)
|
The value of vested DSUs is based on the five-day VWAP of the common shares of the Company on the TSX on December 31, 2019 (CDN$ 16.63, USD$ 12.67).
|
•
|
options expire not later than ten years after the date of grant and, unless otherwise determined by the Board of Directors, all vested options under a particular grant expire 24 months after the vesting date of the last tranche of such grant;
|
•
|
options that are granted to directors who are not executive officers of the Corporation vest 25% on the date of grant, with another 25% vesting on each of the first three anniversaries of the date of the grant. Under the current amended plan, all other options granted vest as to one-third on each of the first, second and third anniversaries of the date of grant. Previously, the ESOP provided that such stock options granted, other than to directors who are not executives, vest 25% per year over four years;
|
•
|
the exercise price of the options is determined by the Board of Directors, but cannot be less than the “Market Value” of the common shares of the Company, defined in the ESOP as the closing price of the common shares on the TSX for the day immediately preceding the effective date of the grant; and
|
•
|
certain limitations exist on the number of options, common shares reserved for issuance, number of common shares issuable and the number of common shares issued to certain individuals over certain time periods.
|
•
|
the Board of Directors has the discretion to determine the vesting schedule of the options and the Board of Directors shall have the full power and authority to accelerate the vesting or exercisability of all or any portion of any option (the options that have already been granted under the 2019 ESOP vest one-third on each of the first, second and third anniversaries of the date of grant);
|
•
|
options expire not later than ten years after the date of grant;
|
•
|
the exercise price of the option is determined by the Board of Directors, but shall not be less than the closing price of the common shares of the Company on the TSX for the day immediately preceding the effective date of the grant; and
|
•
|
certain limitations exist on the number of options, common shares reserved for issuance, number of common shares issuable and the number of common shares issued to certain individuals over certain time periods.
|
Name
|
|
Options granted
|
|
% of total options granted in fiscal year
|
|
Exercise Price CDN$
|
|
Market value on
date of grant CDN$(1) |
|
Expiration date
|
Gregory A.C. Yull
|
|
176,395
|
|
45%
|
|
$17.54
|
|
$3.22
|
|
3/28/2029
|
Jeffrey Crystal
|
|
47,818
|
|
12%
|
|
$17.54
|
|
$2.75
|
|
3/28/2024
|
Douglas Nalette
|
|
25,316
|
|
6%
|
|
$17.54
|
|
$2.75
|
|
3/28/2024
|
Shawn Nelson
|
|
25,316
|
|
6%
|
|
$17.54
|
|
$2.75
|
|
3/28/2024
|
Joseph Tocci
|
|
25,316
|
|
6%
|
|
$17.54
|
|
$2.75
|
|
3/28/2024
|
(1)
|
The grant date fair value of awards is estimated at the date of the grant using the Black-Scholes option pricing model with the following assumptions:
|
Option Grant Date
|
March 28, 2019
|
March 28, 2019
|
Grant recipient
|
All of the above except Gregory A.C. Yull
|
Gregory A. C. Yull
|
Stock price at grant date
|
CDN$17.54
|
CDN$17.54
|
Exercise price of awards
|
CDN$17.54
|
CDN$17.54
|
Expected dividends
|
4.3%
|
4.3%
|
Canadian risk-free interest rate
|
1.44%
|
1.45%
|
Estimated volatility
|
29%
|
31%
|
Expected life
|
4 years
|
6 years
|
Foreign exchange rate USD to CDN
|
1.3380
|
1.3380
|
Grant date fair value
|
CDN$2.75
|
CDN$3.22
|
|
(USD$2.05)
|
(USD$2.41)
|
Name
|
|
Number of unexercised options
at fiscal year-end
Exercisable / Unexercisable
|
|
Value of unexercised “in the money”
options
at fiscal year-end
Exercisable / Unexercisable CDN$ (1)
|
||||
Gregory A.C. Yull
|
|
359,065
|
|
254,524
|
|
1,384,000
|
|
—
|
Jeffrey Crystal
|
|
42,977
|
|
68,772
|
|
145,600
|
|
—
|
Douglas Nalette
|
|
5,547
|
|
36,409
|
|
—
|
|
—
|
Shawn Nelson
|
|
38,047
|
|
36,409
|
|
132,275
|
|
—
|
Joseph Tocci
|
|
5,547
|
|
36,409
|
|
—
|
|
—
|
(1)
|
The value of unexercised “in-the-money” options is calculated using the closing price of the common shares of the Company on the TSX on December 31, 2019 (CDN$ 16.62) less the respective exercise prices of the options.
|
Name
|
|
Company
Contributions
$
|
|
Gregory A.C. Yull
|
|
15,400
|
|
Jeffrey Crystal
|
|
15,400
|
|
Douglas Nalette
|
|
15,400
|
|
Shawn Nelson
|
|
15,400
|
|
Joseph Tocci
|
|
15,400
|
|
|
|
Severance
|
RSUs(1)
|
PSUs(1)
|
Other Payments(2)
|
Total
|
|||||
Name
|
Event
|
$
|
$
|
$
|
$
|
$
|
|||||
Gregory A.C. Yull
|
Termination other than for cause or Resignation for good reason
|
3,018,595
|
|
—
|
|
—
|
|
52,683
|
|
3,071,278
|
|
|
Termination other than for cause or resignation for good reason within 24 months from a Change of Control (3)
|
4,527,893
|
|
833,842
|
|
2,975,877
|
|
88,289
|
|
8,425,901
|
|
|
Retirement
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Permanent disability
|
—
|
|
833,842
|
|
2,975,877
|
|
—
|
|
3,809,719
|
|
|
Death
|
—
|
|
833,842
|
|
2,975,877
|
|
—
|
|
3,809,719
|
|
Jeffrey Crystal
|
Termination other than for cause
|
1,078,955
|
|
—
|
|
—
|
|
33,472
|
|
1,112,427
|
|
|
Termination other than for cause or resignation for good reason within 6 months from a Change of Control (3)
|
1,438,607
|
|
191,560
|
|
699,624
|
|
44,629
|
|
2,374,420
|
|
|
Retirement
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Permanent disability
|
—
|
|
191,560
|
|
699,624
|
|
—
|
|
891,184
|
|
|
Death
|
—
|
|
191,560
|
|
699,624
|
|
—
|
|
891,184
|
|
Douglas Nalette
|
Termination other than for cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Termination other than for cause or resignation for good reason within 6 months from a Change of Control (3)
|
392,125
|
|
101,410
|
|
371,637
|
|
17,268
|
|
882,440
|
|
|
Retirement
|
—
|
|
47,185
|
|
263,174
|
|
—
|
|
310,359
|
|
|
Permanent disability
|
—
|
|
101,410
|
|
371,637
|
|
—
|
|
473,047
|
|
|
Death
|
—
|
|
101,410
|
|
371,637
|
|
—
|
|
473,047
|
|
Shawn Nelson
|
Termination other than for cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Termination other than for cause or resignation for good reason within 6 months from a Change of Control (3)
|
364,186
|
|
101,410
|
|
371,637
|
|
25,774
|
|
863,007
|
|
|
Retirement
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Permanent disability
|
—
|
|
101,410
|
|
371,637
|
|
—
|
|
473,047
|
|
|
Death
|
—
|
|
101,410
|
|
371,637
|
|
—
|
|
473,047
|
|
Joseph Tocci
|
Termination other than for cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Termination other than for cause or resignation for good reason within 6 months from a Change of Control (3)
|
348,186
|
|
101,410
|
|
358,982
|
|
25,134
|
|
833,712
|
|
|
Retirement
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Permanent disability
|
—
|
|
101,410
|
|
358,982
|
|
—
|
|
460,392
|
|
|
Death
|
—
|
|
101,410
|
|
358,982
|
|
—
|
|
460,392
|
|
(1)
|
The value of the PSUs and RSUs is based on the five-day VWAP of Shares on the TSX on December 31, 2019 (being CDN$ 16.63, USD$ 12.67). Includes dividend equivalent amounts.
|
(2)
|
Represents continuation of benefits, including medical, dental and other insurance benefits.
|
(3)
|
Change of Control as defined by the applicable employment agreement and plan documents. The same amount would be payable if PSUs and RSUs were not assumed in the event of Change of Control. For PSUs and RSUs the amounts above apply only to terminations other than for cause by the Company (and not resignations) within 12 months of a Change of Control.
|
C.
|
BOARD PRACTICES
|
|
D.
|
EMPLOYEES
|
Manufacturing facility
|
|
Hourly employees
|
|
Collective bargaining agreement expiration date
|
|
|
Delta, British Columbia
|
|
17
|
|
|
March 31, 2024
|
|
Carbondale, Illinois
|
|
109
|
|
|
March 4, 2021
|
|
Chicago, Illinois
|
|
79
|
|
|
June 6, 2021
|
|
Marysville, Michigan
|
|
148
|
|
|
May 2, 2021
|
|
Carlstadt, New Jersey
|
|
40
|
|
|
June 30, 2020
|
|
Cornwall, Ontario
|
|
85
|
|
|
March 6, 2021
|
|
Toronto, Ontario
|
|
53
|
|
|
October 31, 2019
|
(1)
|
Montreal, Quebec
|
|
—
|
|
|
November 30, 2019
|
(2)
|
Menasha, Wisconsin
|
|
168
|
|
|
July 31, 2022
|
|
(2)
|
Collective bargaining agreement terminated at the time of plant closure, at which time there were 28 hourly employees at this location.
|
|
E.
|
SHARE OWNERSHIP
|
Name
|
|
Number of
Shares Owned |
|
% of Shares
Outstanding |
Robert M. Beil
|
|
43,885
|
|
0.07%
|
Frank Di Tomaso
|
|
10,000
|
|
0.02%
|
Dahra Granovsky
|
|
2,029
|
|
0.00%
|
Robert J. Foster
|
|
60,100
|
|
0.10%
|
James Pantelidis
|
|
48,760
|
|
0.08%
|
Jorge N. Quintas
|
|
50,508
|
|
0.09%
|
Mary Pat Salomone
|
|
—
|
|
—
|
Melbourne F. Yull
|
|
1,734,629
|
|
2.94%
|
Gregory A.C. Yull
|
|
728,758
|
|
1.23%
|
Jeffrey Crystal
|
|
23,147
|
|
0.04%
|
Douglas Nalette
|
|
133,436
|
|
0.23%
|
Shawn Nelson
|
|
141,970
|
|
0.24%
|
Joseph Tocci
|
|
65,502
|
|
0.11%
|
Executive
|
Share Ownership Requirement as a multiple of base salary
|
CEO
|
5x
|
CFO and others listed above
|
2x
|
Name
|
|
Number of options
outstanding |
|
Exercise price of
options CDN$ |
|
Expiration date of
options |
Gregory A.C. Yull
|
|
160,000
|
|
12.04
|
|
6/5/2023
|
|
|
160,000
|
|
12.55
|
|
3/17/2024
|
|
|
117,194
|
|
21.76
|
|
3/13/2028
|
|
|
176,395
|
|
17.54
|
|
3/28/2029
|
Jeffrey Crystal
|
|
32,500
|
|
12.14
|
|
5/13/2020
|
|
|
31,431
|
|
21.76
|
|
3/13/2023
|
|
|
47,818
|
|
17.54
|
|
3/28/2024
|
Douglas Nalette
|
|
16,640
|
|
21.76
|
|
3/13/2023
|
|
|
25,316
|
|
17.54
|
|
3/28/2024
|
Shawn Nelson
|
|
32,500
|
|
12.55
|
|
3/17/2020
|
|
|
16,640
|
|
21.76
|
|
3/13/2023
|
|
|
25,316
|
|
17.54
|
|
3/28/2024
|
Joseph Tocci
|
|
16,640
|
|
21.76
|
|
3/13/2023
|
|
|
25,316
|
|
17.54
|
|
3/28/2024
|
Item 7:
|
Major Shareholders and Related Party Transactions
|
|
A.
|
MAJOR SHAREHOLDERS
|
|
B.
|
RELATED PARTY TRANSACTIONS
|
|
C.
|
INTERESTS OF EXPERTS AND COUNSEL
|
Item 8:
|
Financial Information
|
|
A.
|
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
|
•
|
Management’s Responsibility for Consolidated Financial Statements
|
•
|
Management’s Report on Internal Control over Financial Reporting
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
|
•
|
Consolidated Financial Statements
|
•
|
Consolidated Earnings
|
•
|
Consolidated Comprehensive Income
|
•
|
Consolidated Changes in Equity
|
•
|
Consolidated Cash Flows
|
•
|
Consolidated Balance Sheets
|
•
|
Notes to Consolidated Financial Statements
|
Date Approved by Board of Directors
|
|
Annualized Dividend Per Share Before Modifications
|
|
Annualized Dividend Per Share After Modification
|
|
Change in Annualized Dividend Per Share
|
July 7, 2014
|
|
USD$ 0.32
|
|
USD$ 0.48
|
|
50%
|
August 12, 2015
|
|
USD$ 0.48
|
|
USD$ 0.52
|
|
8.3%
|
August 10, 2016
|
|
USD$ 0.52
|
|
USD$ 0.56
|
|
7.7%
|
August 7, 2019
|
|
USD$ 0.56
|
|
USD$ 0.59
|
|
5.4%
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount per Share
|
March 8, 2017
|
|
March 21, 2017
|
|
March 31, 2017
|
|
USD$ 0.14
|
May 8, 2017
|
|
June 15, 2017
|
|
June 30, 2017
|
|
USD$ 0.14
|
August 10, 2017
|
|
September 15, 2017
|
|
September 29, 2017
|
|
USD$ 0.14
|
November 10, 2017
|
|
December 15, 2017
|
|
December 29, 2017
|
|
USD$ 0.14
|
March 7, 2018
|
|
March 20, 2018
|
|
March 30, 2018
|
|
USD$ 0.14
|
May 9, 2018
|
|
June 15, 2018
|
|
June 29, 2018
|
|
USD$ 0.14
|
August 10, 2018
|
|
September 14, 2018
|
|
September 28, 2018
|
|
USD$ 0.14
|
November 7, 2018
|
|
December 14, 2018
|
|
December 28, 2018
|
|
USD$ 0.14
|
March 12, 2019
|
|
March 22, 2019
|
|
March 29, 2019
|
|
USD$ 0.14
|
May 8, 2019
|
|
June 14, 2019
|
|
June 28, 2019
|
|
USD$ 0.14
|
August 7, 2019
|
|
September 16, 2019
|
|
September 30, 2019
|
|
USD$ 0.1475
|
November 8, 2019
|
|
December 16, 2019
|
|
December 30, 2019
|
|
USD$ 0.1475
|
|
B.
|
SIGNIFICANT CHANGES
|
Item 9:
|
The Offer and Listing
|
|
A.
|
OFFER AND LISTING DETAILS
|
|
B.
|
PLAN OF DISTRIBUTION
|
|
C.
|
MARKETS
|
|
D.
|
SELLING SHAREHOLDERS
|
|
E.
|
DILUTION
|
|
F.
|
EXPENSES OF THE ISSUE
|
Item 10:
|
Additional Information
|
|
A.
|
SHARE CAPITAL
|
|
B.
|
MEMORANDUM AND ARTICLES OF ASSOCIATION
|
(a)
|
borrow money upon the credit of the Company;
|
(b)
|
issue debentures or other securities of the Company, and pledge or sell the same for such sums and at such prices as may be deemed expedient;
|
(c)
|
notwithstanding the provisions of the Civil Code, hypothecate, mortgage or pledge the moveable or immoveable property, present or future, of the Company, to secure any such debentures, or other securities, or give part only of such guarantee for such purposes; and constitute the hypothec, mortgage or pledge above mentioned, by trust deed, or on any other manner; and
|
(d)
|
mortgage, hypothecate, pledge or otherwise create a security interest in all or any moveable or personal, immoveable or real or other property of the Company, owned or subsequently acquired, to secure any obligation of the Company.
|
|
C.
|
MATERIAL CONTRACTS
|
•
|
an Amended Executive Stock Option Plan. For a summary of this Plan which elapsed on June 4, 2018, please see Item 6.B in this 20-F. For a copy of the Amended Executive Stock Option Plan, see Exhibit 4.2 to this Form 20-F.
|
•
|
a 2019 Executive Stock Option Plan. For a summary of this Plan which was approved on June 6, 2019, please see Item 6.B in this 20-F. For a copy of the 2019 Executive Stock Option Plan, see Exhibit 4.8 to this Form 20-F.
|
•
|
an Amended Stock Appreciation Rights Plan. For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the Amended Stock Appreciation Rights Plan, as amended, see Exhibit 4.3 to this Form 20-F.
|
•
|
an Amended and Restated Deferred Share Unit Plan. For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the Amended and Restated Deferred Shared Unit Plan, see Exhibit 4.4 to this Form 20-F.
|
•
|
an Amended and Restated Performance and Restricted Share Unit Plan. For a summary of this Plan, please see Item 6.B in this 20-F. For a copy of the Amended and Restated Performance and Restricted Shared Unit Plan, see Exhibit 4.5 to this Form 20-F.
|
•
|
a 2018 Credit Facility Agreement dated June 14, 2018 with a syndicated lending group, led by Bank of America, N.A., as Administrative Agent and since amended on July 17, 2019. The 2018 Credit Facility consists of a $400.0 million revolving credit facility and a $200.0 million term loan. The term loan amortizes $65.0 million until March 2023 ($5.0 million in 2018, $10.0 million in 2019, $12.5 million in 2020, $15.0 million in 2021, $17.5 million in 2022, and $5.0 million in 2023), and the remaining balance of the 2018 Credit Facility is due upon maturity in June 2023. Any repayments of borrowings under the 2018 Term Loan are not available to be borrowed again in the future. The 2018 Credit Facility also includes an incremental accordion feature of $200.0 million, which enables the Company to increase the limit of this facility (subject to the credit agreement's terms and lender approval) if needed. The 2018 Credit Facility matures on June 14, 2023 and bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate, the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 25 and 250 basis points depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio. The 2018 Credit Facility is secured by a first priority lien on all personal property of the Company and all current and future material subsidiaries. On July 17, 2019, the Company and its syndicated lending group amended the 2018 Revolving Credit Facility to, among other things, revise the two financial covenant thresholds to account for the associated impacts of new lease accounting guidance implemented on January 1, 2019 requiring operating leases to be accounted for as debt (with corresponding interest payments). The amendment provides that the consolidated secured net leverage ratio must not be more than 3.70 to 1.00 (previously 3.50 to 1.00), with an allowable temporary increase to 4.20 to 1.00 (previously 4.00 to 1.00) for the quarter in which the Company consummates an acquisition with a price not less than $50 million and the following three quarters. The amendment also provides that the consolidated interest coverage ratio must not be less than 2.75 to 1.00 (previously 3.00 to 1.00). In addition, the 2018 Credit Facility has certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. For a copy of the 2018 Revolving Credit Facility Agreement, as amended, see Exhibit 4.6 to this Form 20-F.
|
•
|
the Senior Unsecured Notes issued under the indenture dated October 15, 2018 among certain guarantors and Regions Bank, as Trustee. On October 15, 2018, the Company completed its offering of $250.0 million 7.00% senior unsecured notes due in 2026 (the "Senior Unsecured Notes"). The offering of the Senior Unsecured Notes was effected by way of private placement sales in the United States and Canada pursuant to exemptions from the Securities Act of 1933 registration and prospectus requirements. The Senior Unsecured Notes bear interest at a rate of 7.00% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2019. The Senior Unsecured Notes mature on October 15, 2026. On or after October 15, 2021, the Company may redeem the Senior Unsecured Notes at its option, in whole or in part, on certain redemption dates and at certain redemption prices specified in the indenture, plus any accrued and unpaid interest. If the Company experiences a change of control, it may be required to offer to repurchase the Senior Unsecured Notes at a purchase price equal to 101% of their aggregate principal amount plus any accrued and unpaid interest up to, but excluding, the date of such repurchase. The indenture contains customary covenants that, among other things, limit the Company's ability to incur additional debt; pay dividends, redeem stock or make other distributions; enter into certain types of transactions with affiliates; incur liens on assets; make certain restricted payments and investments; engage in certain asset sales, including sale and leaseback transactions; agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company; and merge, consolidate, transfer or dispose of substantially all assets. Certain of these covenants will be suspended if the Senior Unsecured Notes are assigned an investment grade rating by Standard & Poor's Rating Services and Moody's Investors Services, Inc. For a copy of the Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F.
|
•
|
the 2015 Shareholders Rights Plan dated December 14, 2015 with CST Trust Company. The purpose of the 2015 Shareholders Rights Plan was to provide the Company’s Board of Directors with additional time, in the event of an unsolicited takeover bid, to develop and propose alternatives to the bid and negotiate with the bidder, as well as to ensure equal treatment of shareholders in the context of an acquisition of control made other than by way of an offer to all shareholders, and lessen the pressure on shareholders to tender a bid.
|
•
|
the 2019 Shareholders Rights Plan dated June 6, 2019 with AST Trust Company (Canada) (formerly CST Trust Company). On June 6, 2019, the shareholders approved a resolution to ratify the continued existence of a Shareholders Rights Plan between the Company and AST Trust Company (Canada) (formerly CST Trust Company), as rights agent. The 2019 Shareholders Rights Plan has the same terms as the 2015 Shareholders Rights Plan, including those discussed above, except AST Trust Company (Canada) (formerly CST Trust) is the rights agent and the Record Time is June 6, 2019. For a copy of the 2019 Shareholders Rights Plan, see Exhibit 2.2 to this Form 20-F.
|
•
|
the Stock Purchase Agreement dated July 17, 2018 among the Company, Glencoe Skydome Holdings L.P. and Polyair. Under this agreement, the Company acquired 100% of the outstanding equity in Polyair, a North American supplier of protective packaging with headquarters in Toronto, Ontario and Chicago, Illinois. The aggregate purchase price of the transaction was approximately $145.0 million. The agreement also includes certain other limited affirmative and negative covenants. For a copy of the Polyair Stock Purchase Agreement, see Exhibit 4.7 to this Form 20-F.
|
|
D.
|
EXCHANGE CONTROLS
|
1.
|
Investment Canada Act
|
(a)
|
the acquisition of the Company’s common stock by a person in the ordinary course of that person’s business as a trader or dealer in securities;
|
(b)
|
the acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and
|
(c)
|
the acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through ownership of the Company’s common stock, remains unchanged.
|
2.
|
Competition Act
|
3.
|
Canada Transportation Act
|
|
E.
|
TAXATION
|
|
F.
|
DIVIDENDS AND PAYING AGENTS
|
|
G.
|
STATEMENT BY EXPERTS
|
|
H.
|
DOCUMENTS ON DISPLAY
|
|
I.
|
SUBSIDIARY INFORMATION
|
Item 11:
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 12:
|
Description of Securities Other than Equity Securities
|
|
A.
|
Debt Securities
|
|
B.
|
Warrants and Rights
|
|
C.
|
Other Securities
|
|
D.
|
American Depositary Shares
|
Item 13:
|
Defaults, Dividend Arrearages and Delinquencies
|
Item 14:
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Item 15:
|
Controls and Procedures
|
Item 16:
|
[RESERVED]
|
|
Item 16A:
|
Audit Committee Financial Expert
|
|
Item 16B:
|
Code of Ethics
|
|
Item 16C:
|
Principal Accountant Fees and Services
|
|
|
2019
|
|
2018
|
|
|
$CDN
|
|
$CDN
|
Audit Fees
|
|
961,000
|
|
803,000
|
Audit-Related Fees
|
|
117,900
|
|
273,800
|
Tax Fees
|
|
278,828
|
|
201,365
|
Total Fees
|
|
1,357,728
|
|
1,278,165
|
|
Item 16D:
|
Exemptions from the Listing Standards for Audit Committee
|
|
Item 16E:
|
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
|
|
Item 16F:
|
Change in Registrant’s Certifying Accountant
|
|
Item 16G:
|
Corporate Governance
|
|
Item 16H:
|
Mine Safety Disclosure
|
Item 17:
|
Financial Statements
|
Item 18:
|
Financial Statements
|
Item 19:
|
Exhibits
|
|
A.
|
Consolidated Financial Statements
|
•
|
Management’s Responsibility for Consolidated Financial Statements
|
•
|
Management’s Report on Internal Control over Financial Reporting
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
|
•
|
Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
•
|
Consolidated Earnings
|
•
|
Consolidated Comprehensive Income
|
•
|
Consolidated Changes in Equity
|
•
|
Consolidated Cash Flows
|
•
|
Consolidated Balance Sheets
|
•
|
Notes to Consolidated Financial Statements
|
B.
|
Exhibits:
|
1.1
|
|
|
|
1.2
|
|
|
|
1.3
|
|
|
|
2.1
|
|
|
|
2.2
|
|
|
|
2.3
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
8.1
|
|
|
|
10.1
|
During 2019, the Company was not required to send its directors and executive officers notices pursuant to Rule 104 of Regulation BTR concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR. The Company’s blackout periods are regularly scheduled and a description of such periods, including their frequency and duration and plan transactions to be suspended or affected are included in the documents under which the Company’s plans operate and is disclosed to employees before enrollment or within thirty (30) days thereafter.
|
|
|
12.1
|
|
|
|
12.2
|
|
|
|
13.1
|
|
|
|
13.2
|
|
|
|
15.1
|
|
|
|
15.2
|
|
|
|
15.3
|
|
|
|
15.4
|
|
|
|
15.5
|
|
|
|
15.6
|
|
|
|
|
Report of Independent Registered
|
|
Public Accounting Firm
|
|
|
|
|
|
To the Shareholders and Directors of
|
|
Intertape Polymer Group Inc.
|
|
|
|
|
|
|
|
Report of Independent Registered
|
|
Public Accounting Firm on Internal
|
|
Control over Financial Reporting
|
|
|
|
|
|
To the Shareholders and Directors of
|
|
Intertape Polymer Group Inc.
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Revenue (Note 21)
|
1,158,519
|
|
|
1,053,019
|
|
|
898,126
|
|
Cost of sales
|
911,644
|
|
|
834,136
|
|
|
696,719
|
|
Gross profit
|
246,875
|
|
|
218,883
|
|
|
201,407
|
|
Selling, general and administrative expenses
|
136,674
|
|
|
122,466
|
|
|
107,592
|
|
Research expenses
|
12,527
|
|
|
12,024
|
|
|
11,601
|
|
|
149,201
|
|
|
134,490
|
|
|
119,193
|
|
Operating profit before manufacturing facility closures,
restructuring and other related charges |
97,674
|
|
|
84,393
|
|
|
82,214
|
|
Manufacturing facility closures, restructuring and other
related charges (Note 4) |
5,136
|
|
|
7,060
|
|
|
1,359
|
|
Operating profit
|
92,538
|
|
|
77,333
|
|
|
80,855
|
|
Finance costs (income) (Note 3)
|
|
|
|
|
|
|||
Interest
|
31,690
|
|
|
17,072
|
|
|
7,246
|
|
Other expense (income), net
|
3,314
|
|
|
3,810
|
|
|
(3,398
|
)
|
|
35,004
|
|
|
20,882
|
|
|
3,848
|
|
Earnings before income tax expense
|
57,534
|
|
|
56,451
|
|
|
77,007
|
|
Income tax expense (benefit) (Note 5)
|
|
|
|
|
|
|||
Current
|
17,195
|
|
|
934
|
|
|
6,635
|
|
Deferred
|
(885
|
)
|
|
8,868
|
|
|
6,414
|
|
|
16,310
|
|
|
9,802
|
|
|
13,049
|
|
Net earnings
|
41,224
|
|
|
46,649
|
|
|
63,958
|
|
|
|
|
|
|
|
|||
Net earnings (loss) attributable to:
|
|
|
|
|
|
|||
Company shareholders
|
41,216
|
|
|
46,753
|
|
|
64,224
|
|
Non-controlling interests
|
8
|
|
|
(104
|
)
|
|
(266
|
)
|
|
41,224
|
|
|
46,649
|
|
|
63,958
|
|
|
|
|
|
|
|
|||
Earnings per share attributable to Company shareholders (Note 6)
|
|
|
|
|
|
|||
Basic
|
0.70
|
|
|
0.79
|
|
|
1.09
|
|
Diluted
|
0.70
|
|
|
0.79
|
|
|
1.08
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Net earnings
|
41,224
|
|
|
46,649
|
|
|
63,958
|
|
Other comprehensive (loss) income
|
|
|
|
|
|
|||
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)
|
(3,057
|
)
|
|
1,433
|
|
|
1,608
|
|
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24)
|
(503
|
)
|
|
(531
|
)
|
|
—
|
|
Deferred tax benefit due to enactment of US tax reform legislation (Note 5)
|
—
|
|
|
—
|
|
|
116
|
|
Change in cumulative translation adjustments
|
(7,798
|
)
|
|
(153
|
)
|
|
4,734
|
|
Net gain (loss) arising from hedge of a net investment in foreign operations (2) (Note 24)
|
10,235
|
|
|
(9,421
|
)
|
|
—
|
|
Items that will be reclassified subsequently to net earnings
|
(1,123
|
)
|
|
(8,672
|
)
|
|
6,458
|
|
Remeasurement of defined benefit liability (3) (Note 20)
|
589
|
|
|
2,286
|
|
|
89
|
|
Deferred tax expense due to enactment of US tax reform legislation (Note 5)
|
—
|
|
|
—
|
|
|
(714
|
)
|
Items that will not be reclassified subsequently to net earnings
|
589
|
|
|
2,286
|
|
|
(625
|
)
|
Other comprehensive (loss) income
|
(534
|
)
|
|
(6,386
|
)
|
|
5,833
|
|
Comprehensive income for the year
|
40,690
|
|
|
40,263
|
|
|
69,791
|
|
Comprehensive income (loss) for the year attributable to:
|
|
|
|
|
|
|||
Company shareholders
|
40,783
|
|
|
40,828
|
|
|
69,777
|
|
Non-controlling interests
|
(93
|
)
|
|
(565
|
)
|
|
14
|
|
|
40,690
|
|
|
40,263
|
|
|
69,791
|
|
(1)
|
Presented net of deferred income tax (benefit) expense of ($359) in 2019, ($463) in 2018 and $750 in 2017.
|
(2)
|
Presented net of deferred income tax expense of $45 in 2019, nil in 2018 and 2017.
|
(3)
|
Presented net of deferred income tax expense of $173 in 2019, $730 in 2018, and $213 in 2017.
|
|
Capital stock
|
|
|
|
Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Number
|
|
Amount
|
|
Contributed
surplus |
|
Cumulative
translation adjustment account |
|
Reserve for
cash flow hedges |
|
Total
|
|
Deficit
|
|
Total equity
attributable to Company shareholders |
|
Non-
controlling interest |
|
Total
equity |
|||||||||
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||||
Balance as of December 31, 2016
|
59,060,335
|
|
351,203
|
|
|
29,585
|
|
|
(19,511
|
)
|
|
(136
|
)
|
|
(19,647
|
)
|
|
(124,605
|
)
|
|
236,536
|
|
|
6,407
|
|
|
242,943
|
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercise of stock options (Note 18)
|
226,875
|
|
1,362
|
|
|
|
|
|
|
|
|
|
|
|
|
1,362
|
|
|
|
|
1,362
|
|
||||||
Change in excess tax benefit on exercised share-based awards (Note 5)
|
|
|
597
|
|
|
(597
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Change in excess tax benefit on outstanding share-based awards (Note 5)
|
|
|
|
|
(3,135
|
)
|
|
|
|
|
|
|
|
|
|
(3,135
|
)
|
|
|
|
(3,135
|
)
|
||||||
Share-based compensation (Note 18)
|
|
|
|
|
(7,828
|
)
|
|
|
|
|
|
|
|
(4,183
|
)
|
(6)
|
(12,011
|
)
|
|
|
|
(12,011
|
)
|
|||||
Share-based compensation expense credited to capital on options exercised (Note 18)
|
|
|
495
|
|
|
(495
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Repurchases of common shares (Note 18)
|
(487,300)
|
|
(2,898
|
)
|
|
|
|
|
|
|
|
|
|
(4,553
|
)
|
|
(7,451
|
)
|
|
|
|
(7,451
|
)
|
|||||
Dividends on common shares (Note 18)
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,030
|
)
|
|
(33,030
|
)
|
|
|
|
(33,030
|
)
|
||||||
|
(260,425)
|
|
(444
|
)
|
|
(12,055
|
)
|
|
|
|
|
|
|
|
(41,766
|
)
|
|
(54,265
|
)
|
|
|
|
(54,265
|
)
|
||||
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
64,224
|
|
|
64,224
|
|
|
(266
|
)
|
|
63,958
|
|
|||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)
|
|
|
|
|
|
|
|
|
1,608
|
|
|
1,608
|
|
|
|
|
1,608
|
|
|
|
|
1,608
|
|
|||||
Remeasurement of defined benefit liability (2) (Note 20)
|
|
|
|
|
|
|
|
|
|
|
|
|
89
|
|
|
89
|
|
|
|
|
89
|
|
||||||
Deferred tax benefit (expense) due to enactment of US tax reform legislation (Note 5)
|
|
|
|
|
|
|
|
|
116
|
|
|
116
|
|
|
(714
|
)
|
|
(598
|
)
|
|
|
|
(598
|
)
|
||||
Change in cumulative translation adjustments
|
|
|
|
|
|
|
4,454
|
|
|
|
|
4,454
|
|
|
|
|
4,454
|
|
|
280
|
|
|
4,734
|
|
||||
|
|
|
|
|
|
|
4,454
|
|
|
1,724
|
|
|
6,178
|
|
|
(625
|
)
|
|
5,553
|
|
|
280
|
|
|
5,833
|
|
||
Comprehensive income for the year
|
|
|
|
|
|
|
4,454
|
|
|
1,724
|
|
|
6,178
|
|
|
63,599
|
|
|
69,777
|
|
|
14
|
|
|
69,791
|
|
||
Derecognition of non-controlling interest put options related to Powerband (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
8,810
|
|
|
8,810
|
|
|
|
|
8,810
|
|
||||||
Recognition of the call option redemption liability related to
Powerband (Note 24)
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,725
|
)
|
|
(12,725
|
)
|
|
|
|
(12,725
|
)
|
||||||
Non-controlling interest arising from investment in Capstone (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
15
|
|
|||||||
Capital transactions with non-controlling shareholders of Capstone (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153
|
|
|
153
|
|
|||||||
Balance as of December 31, 2017
|
58,799,910
|
|
350,759
|
|
|
17,530
|
|
|
(15,057
|
)
|
|
1,588
|
|
|
(13,469
|
)
|
|
(106,687
|
)
|
|
248,133
|
|
|
6,589
|
|
|
254,722
|
|
(1)
|
Presented net of deferred income tax expense of $750.
|
(2)
|
Presented net of deferred income tax expense of $213.
|
(3)
|
"Powerband" refers to the Company's subsidiary Powerband Industries Private Limited. On September 16, 2016 the Company acquired a 74% interest in Powerband. On November 16, 2018, the Company acquired the remaining 26% interest and as a result, owns all of the issued and outstanding common shares of Powerband after this transaction. Refer to Note 24 for additional information.
|
(4)
|
"Capstone" refers to the Company's purchase of 99.7% of the shares in Capstone Polyweave Private Limited on June 23, 2017. As of December 31, 2019, the Company held a 55% controlling ownership stake in Capstone. Refer to Note 19 for additional information.
|
(5)
|
On July 19, 2017, the non-controlling shareholders of Capstone acquired 99,000 additional shares of Capstone for a purchase price of approximately $153.
|
(6)
|
Presented net of income tax benefit of $1,620.
|
|
Capital stock
|
|
|
|
Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Number
|
|
Amount
|
|
Contributed
surplus |
|
Cumulative
translation adjustment account |
|
Reserve for
cash flow hedges |
|
Total
|
|
Deficit
|
|
Total equity
attributable to Company shareholders |
|
Non-
controlling interests |
|
Total
equity |
||||||||||
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||||||
Balance as of December 31, 2017
|
58,799,910
|
|
350,759
|
|
|
17,530
|
|
|
(15,057
|
)
|
|
1,588
|
|
|
(13,469
|
)
|
|
(106,687
|
)
|
|
248,133
|
|
|
6,589
|
|
|
254,722
|
|
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options (Note 18)
|
67,500
|
|
618
|
|
|
|
|
|
|
|
|
|
|
|
|
618
|
|
|
|
|
618
|
|
|||||||
Change in excess tax benefit on exercised share-based awards (Note 5)
|
|
|
7
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Change in excess tax benefit on outstanding share-based awards (Note 5)
|
|
|
|
|
(737
|
)
|
|
|
|
|
|
|
|
|
|
(737
|
)
|
|
|
|
(737
|
)
|
|||||||
Share-based compensation (Note 18)
|
|
|
|
|
467
|
|
|
|
|
|
|
|
|
(472
|
)
|
(4
|
)
|
(5
|
)
|
|
|
|
(5
|
)
|
|||||
Share-based compensation expense credited to capital on options
exercised (Note 18)
|
|
|
179
|
|
|
(179
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Repurchases of common shares (Note 18)
|
(217,100)
|
|
(1,296
|
)
|
|
|
|
|
|
|
|
|
|
(1,263
|
)
|
|
(2,559
|
)
|
|
|
|
(2,559
|
)
|
||||||
Dividends on common shares (Note 18)
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,943
|
)
|
|
(32,943
|
)
|
|
|
|
(32,943
|
)
|
|||||||
|
(149,600)
|
|
(492
|
)
|
|
(456
|
)
|
|
|
|
|
|
|
|
(34,678
|
)
|
|
(35,626
|
)
|
|
|
|
(35,626
|
)
|
|||||
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
46,753
|
|
|
46,753
|
|
|
(104
|
)
|
|
46,649
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)
|
|
|
|
|
|
|
|
|
1,433
|
|
|
1,433
|
|
|
|
|
1,433
|
|
|
|
|
1,433
|
|
||||||
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24)
|
|
|
|
|
|
|
|
|
(531
|
)
|
|
(531
|
)
|
|
|
|
(531
|
)
|
|
|
|
(531
|
)
|
||||||
Remeasurement of defined benefit liability (2) (Note 20)
|
|
|
|
|
|
|
|
|
|
|
|
|
2,286
|
|
|
2,286
|
|
|
|
|
2,286
|
|
|||||||
Change in cumulative translation adjustments
|
|
|
|
|
|
|
308
|
|
|
|
|
308
|
|
|
|
|
308
|
|
|
(461
|
)
|
|
(153
|
)
|
|||||
Net loss arising from hedge of a net investment in foreign
operations (Note 24) |
|
|
|
|
|
|
(9,421
|
)
|
|
|
|
(9,421
|
)
|
|
|
|
(9,421
|
)
|
|
—
|
|
|
(9,421
|
)
|
|||||
|
|
|
|
|
|
|
(9,113
|
)
|
|
902
|
|
|
(8,211
|
)
|
|
2,286
|
|
|
(5,925
|
)
|
|
(461
|
)
|
|
(6,386
|
)
|
|||
Comprehensive income (loss) for the year
|
|
|
|
|
|
|
(9,113
|
)
|
|
902
|
|
|
(8,211
|
)
|
|
49,039
|
|
|
40,828
|
|
|
(565
|
)
|
|
40,263
|
|
|||
Non-controlling interest arising from investment in Polyair (3) (Note 19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
421
|
|
|
421
|
|
||||||
Capital transactions with non-controlling shareholders of Capstone (Note 19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,102
|
|
|
11,102
|
|
||||||
Recognition of non-controlling interest put options arising from the Capstone Acquisition (Note 24)
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,888
|
)
|
|
(10,888
|
)
|
|
|
|
(10,888
|
)
|
|||||||
Derecognition of call option redemption liability related to Powerband (Note 24)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,434
|
|
|
1,434
|
|
|
|
|
1,434
|
|
|||||||
Acquisition of the non-controlling interest of Powerband (Note 24)
|
|
|
|
|
|
|
|
|
|
|
|
|
5,966
|
|
|
5,966
|
|
|
(5,966
|
)
|
|
—
|
|
||||||
Balance as of December 31, 2018
|
58,650,310
|
|
350,267
|
|
|
17,074
|
|
|
(24,170
|
)
|
|
2,490
|
|
|
(21,680
|
)
|
|
(95,814
|
)
|
|
249,847
|
|
|
11,581
|
|
|
261,428
|
|
(1)
|
Presented net of deferred income tax benefit of $463.
|
(2)
|
Presented net of deferred income tax expense of $730.
|
(3)
|
As part of the acquisition of Polyair Inter Pack Inc. (“Polyair”), on August 3, 2018, the Company indirectly obtained a controlling 50.1% interest in the Polyair subsidiary GPCP Inc. Refer to Note 19 for additional information.
|
(4)
|
Presented net of income tax benefit of $126.
|
|
Capital stock
|
|
|
|
Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Number
|
|
Amount
|
|
Contributed
surplus |
|
Cumulative
translation adjustment account |
|
Reserve for
cash flow hedges |
|
Total
|
|
Deficit
|
|
Total equity
attributable to Company shareholders |
|
Non-
controlling interests |
|
Total
equity |
||||||||||
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||||||
Balance as of December 31, 2018
|
58,650,310
|
|
350,267
|
|
|
17,074
|
|
|
(24,170
|
)
|
|
2,490
|
|
|
(21,680
|
)
|
|
(95,814
|
)
|
|
249,847
|
|
|
11,581
|
|
|
261,428
|
|
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercise of stock options (Note 18)
|
359,375
|
|
3,278
|
|
|
|
|
|
|
|
|
|
|
|
|
3,278
|
|
|
|
|
3,278
|
|
|||||||
Change in excess tax benefit on exercised share-based awards (Note 5)
|
|
|
38
|
|
|
(38
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Change in excess tax benefit on outstanding share-based awards (Note 5)
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
21
|
|
|||||||
Share-based compensation (Note 18)
|
|
|
|
|
701
|
|
|
|
|
|
|
|
|
(56
|
)
|
(4
|
)
|
645
|
|
|
|
|
645
|
|
|||||
Share-based compensation expense credited to capital on options exercised (Note 18)
|
|
|
976
|
|
|
(976
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Dividends on common shares (Note 18)
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,834
|
)
|
|
(33,834
|
)
|
|
|
|
(33,834
|
)
|
|||||||
|
359,375
|
|
4,292
|
|
|
(292
|
)
|
|
|
|
|
|
|
|
(33,890
|
)
|
|
(29,890
|
)
|
|
|
|
(29,890
|
)
|
|||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
41,216
|
|
|
41,216
|
|
|
8
|
|
|
41,224
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)
|
|
|
|
|
|
|
|
|
(3,057
|
)
|
|
(3,057
|
)
|
|
|
|
(3,057
|
)
|
|
|
|
(3,057
|
)
|
||||||
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24)
|
|
|
|
|
|
|
|
|
(503
|
)
|
|
(503
|
)
|
|
|
|
(503
|
)
|
|
|
|
(503
|
)
|
||||||
Remeasurement of defined benefit liability (2) (Note 20)
|
|
|
|
|
|
|
|
|
|
|
|
|
589
|
|
|
589
|
|
|
|
|
589
|
|
|||||||
Change in cumulative translation adjustments
|
|
|
|
|
|
|
(7,697
|
)
|
|
|
|
(7,697
|
)
|
|
|
|
(7,697
|
)
|
|
(101
|
)
|
|
(7,798
|
)
|
|||||
Net gain arising from hedge of a net investment in foreign
operations (3) (Note 24)
|
|
|
|
|
|
|
10,235
|
|
|
|
|
10,235
|
|
|
|
|
10,235
|
|
|
—
|
|
|
10,235
|
|
|||||
|
|
|
|
|
|
|
2,538
|
|
|
(3,560
|
)
|
|
(1,022
|
)
|
|
589
|
|
|
(433
|
)
|
|
(101
|
)
|
|
(534
|
)
|
|||
Comprehensive income (loss) for the period
|
|
|
|
|
|
|
2,538
|
|
|
(3,560
|
)
|
|
(1,022
|
)
|
|
41,805
|
|
|
40,783
|
|
|
(93
|
)
|
|
40,690
|
|
|||
Balance as of December 31, 2019
|
59,009,685
|
|
354,559
|
|
|
16,782
|
|
|
(21,632
|
)
|
|
(1,070
|
)
|
|
(22,702
|
)
|
|
(87,899
|
)
|
|
260,740
|
|
|
11,488
|
|
|
272,228
|
|
(1)
|
Presented net of deferred income tax benefit of $359.
|
(2)
|
Presented net of deferred income tax expense of $173.
|
(3)
|
Presented net of deferred income tax expense of $45.
|
(4)
|
Presented net of income tax benefit of $3.
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net earnings
|
41,224
|
|
|
46,649
|
|
|
63,958
|
|
Adjustments to net earnings
|
|
|
|
|
|
|||
Depreciation and amortization
|
61,415
|
|
|
44,829
|
|
|
36,138
|
|
Income tax expense
|
16,310
|
|
|
9,802
|
|
|
13,049
|
|
Interest expense
|
31,690
|
|
|
17,072
|
|
|
7,246
|
|
Non-cash charges in connection with manufacturing facility closures, restructuring and other related charges
|
799
|
|
|
6,136
|
|
|
133
|
|
Impairment of inventories
|
2,877
|
|
|
716
|
|
|
801
|
|
Share-based compensation expense
|
501
|
|
|
1,914
|
|
|
3,291
|
|
Pension and other post-retirement expense related to defined benefit plans
|
2,073
|
|
|
2,695
|
|
|
2,730
|
|
(Gain) loss on foreign exchange
|
(790
|
)
|
|
1,933
|
|
|
(2,578
|
)
|
Other adjustments for non-cash items
|
4,823
|
|
|
928
|
|
|
(1,958
|
)
|
Income taxes paid, net
|
(11,995
|
)
|
|
(1,577
|
)
|
|
(6,452
|
)
|
Contributions to defined benefit plans
|
(1,261
|
)
|
|
(13,802
|
)
|
|
(4,143
|
)
|
Cash flows from operating activities before changes in working capital items
|
147,666
|
|
|
117,295
|
|
|
112,215
|
|
Changes in working capital items
|
|
|
|
|
|
|||
Trade receivables
|
(3,893
|
)
|
|
(9,660
|
)
|
|
(6,847
|
)
|
Inventories
|
4,341
|
|
|
(30,388
|
)
|
|
(9,969
|
)
|
Other current assets
|
127
|
|
|
(6,523
|
)
|
|
89
|
|
Accounts payable and accrued liabilities and share-based compensation liabilities, current
|
(11,571
|
)
|
|
19,215
|
|
|
(1,493
|
)
|
Provisions
|
(1,658
|
)
|
|
859
|
|
|
(1,863
|
)
|
|
(12,654
|
)
|
|
(26,497
|
)
|
|
(20,083
|
)
|
Cash flows from operating activities
|
135,012
|
|
|
90,798
|
|
|
92,132
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|||
Acquisition of subsidiaries, net of cash acquired
|
—
|
|
|
(165,763
|
)
|
|
(67,027
|
)
|
Purchases of property, plant and equipment
|
(48,165
|
)
|
|
(75,781
|
)
|
|
(85,312
|
)
|
Purchase of intangible assets
|
(2,259
|
)
|
|
(1,558
|
)
|
|
(1,914
|
)
|
Other investing activities
|
1,508
|
|
|
(173
|
)
|
|
1,338
|
|
Cash flows from investing activities
|
(48,916
|
)
|
|
(243,275
|
)
|
|
(152,915
|
)
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|||
Proceeds from borrowings
|
190,673
|
|
|
991,917
|
|
|
257,021
|
|
Repayment of borrowings and lease liabilities
|
(225,902
|
)
|
|
(762,622
|
)
|
|
(162,107
|
)
|
Payments of debt issue costs
|
(70
|
)
|
|
(7,862
|
)
|
|
(683
|
)
|
Interest paid
|
(32,934
|
)
|
|
(10,901
|
)
|
|
(7,360
|
)
|
Proceeds from exercise of stock options
|
3,278
|
|
|
618
|
|
|
1,362
|
|
Repurchases of common shares
|
(329
|
)
|
|
(2,160
|
)
|
|
(7,451
|
)
|
Dividends paid
|
(33,992
|
)
|
|
(32,776
|
)
|
|
(33,199
|
)
|
Acquisition of non-controlling interest in Powerband through settlement of call option
|
—
|
|
|
(9,869
|
)
|
|
—
|
|
Cash outflow from capital transactions with non-controlling interest in Capstone
|
—
|
|
|
(2,630
|
)
|
|
—
|
|
Other financing activities
|
411
|
|
|
452
|
|
|
154
|
|
Cash flows from financing activities
|
(98,865
|
)
|
|
164,167
|
|
|
47,737
|
|
Net (decrease) increase in cash
|
(12,769
|
)
|
|
11,690
|
|
|
(13,046
|
)
|
Effect of foreign exchange differences on cash
|
1,165
|
|
|
(2,132
|
)
|
|
1,183
|
|
Cash, beginning of year
|
18,651
|
|
|
9,093
|
|
|
20,956
|
|
Cash, end of year
|
7,047
|
|
|
18,651
|
|
|
9,093
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
ASSETS
|
|
|
|
||
Current assets
|
|
|
|
||
Cash
|
7,047
|
|
|
18,651
|
|
Trade receivables (Note 24)
|
133,176
|
|
|
129,285
|
|
Inventories (Note 7)
|
184,937
|
|
|
190,675
|
|
Other current assets (Note 8)
|
22,287
|
|
|
24,395
|
|
|
347,447
|
|
|
363,006
|
|
Property, plant and equipment (Note 9)
|
415,311
|
|
|
377,076
|
|
Goodwill (Note 11)
|
107,677
|
|
|
107,714
|
|
Intangible assets (Note 12)
|
115,049
|
|
|
122,389
|
|
Deferred tax assets (Note 5)
|
29,738
|
|
|
25,069
|
|
Other assets (Note 10)
|
10,518
|
|
|
9,586
|
|
Total assets
|
1,025,740
|
|
|
1,004,840
|
|
|
|
|
|
||
LIABILITIES
|
|
|
|
||
Current liabilities
|
|
|
|
||
Accounts payable and accrued liabilities
|
145,051
|
|
|
154,838
|
|
Share-based compensation liabilities, current (Note 18)
|
4,948
|
|
|
5,066
|
|
Provisions, current (Note 16)
|
1,766
|
|
|
2,262
|
|
Borrowings and lease liabilities, current (Notes 14 and 15)
|
26,319
|
|
|
14,389
|
|
|
178,084
|
|
|
176,555
|
|
Borrowings and lease liabilities, non-current (Notes 14 and 15)
|
482,491
|
|
|
485,596
|
|
Pension, post-retirement and other long-term employee benefits (Note 20)
|
17,018
|
|
|
14,898
|
|
Share-based compensation liabilities, non-current (Note 18)
|
4,247
|
|
|
4,125
|
|
Non-controlling interest put options (Note 24)
|
13,634
|
|
|
10,499
|
|
Deferred tax liabilities (Note 5)
|
46,669
|
|
|
42,321
|
|
Provisions, non-current (Note 16)
|
3,069
|
|
|
4,194
|
|
Other liabilities (Note 17)
|
8,300
|
|
|
5,224
|
|
Total liabilities
|
753,512
|
|
|
743,412
|
|
EQUITY
|
|
|
|
||
Capital stock (Note 18)
|
354,559
|
|
|
350,267
|
|
Contributed surplus (Note 18)
|
16,782
|
|
|
17,074
|
|
Deficit
|
(87,899
|
)
|
|
(95,814
|
)
|
Accumulated other comprehensive loss
|
(22,702
|
)
|
|
(21,680
|
)
|
Total equity attributable to Company shareholders
|
260,740
|
|
|
249,847
|
|
Non-controlling interests
|
11,488
|
|
|
11,581
|
|
Total equity
|
272,228
|
|
|
261,428
|
|
Total liabilities and equity
|
1,025,740
|
|
|
1,004,840
|
|
Lease details
|
|
Financial statement line item
|
|
Carrying amount as of
December 31, 2018 (1)
|
|
Reclassification
|
|
Additions upon transition to IFRS 16
|
|
Carrying amount as of
January 1, 2019
|
||||
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
||||
Right-of-use assets
|
|
Property, plant and equipment
|
|
20,060
|
|
|
(430
|
)
|
|
31,484
|
|
|
51,114
|
|
Lease liabilities, current
|
|
Borrowings and lease liabilities, current
|
|
(1,441
|
)
|
|
—
|
|
|
(4,611
|
)
|
|
(6,052
|
)
|
Lease liabilities, non-current
|
|
Borrowings and lease liabilities, non-current
|
|
(4,271
|
)
|
|
—
|
|
|
(26,873
|
)
|
|
(31,144
|
)
|
Deferred rent, current
|
|
Accounts payable and other accrued liabilities
|
|
(83
|
)
|
|
83
|
|
|
—
|
|
|
—
|
|
Deferred rent, non-current
|
|
Other liabilities
|
|
(347
|
)
|
|
347
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
13,918
|
|
|
—
|
|
|
—
|
|
|
13,918
|
|
|
|
Lease amounts
|
|
|
|
$
|
|
Total operating lease commitments as of December 31, 2018
|
|
35,544
|
|
Recognition exemptions:
|
|
|
|
Leases of low value assets
|
|
(226
|
)
|
Leases with remaining lease term of less than 12 months
|
|
(2,093
|
)
|
Other minor adjustments relating to commitment disclosures
|
|
(670
|
)
|
Operating lease liabilities before discounting
|
|
32,555
|
|
Discounted using incremental borrowing rate
|
|
(5,754
|
)
|
Reasonably certain extension options
|
|
4,683
|
|
Operating lease liabilities recognized under IFRS 16 as of January 1, 2019
|
|
31,484
|
|
Finance lease liabilities
|
|
5,712
|
|
Total lease liabilities recognized under IFRS 16 as of January 1, 2019
|
|
37,196
|
|
Name of Subsidiary
|
|
Principal
Activity |
|
Country of Incorporation
and Residence |
|
Proportion of Ownership
Interest and Voting Power Held as of:
|
||
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
Better Packages, Inc.
|
|
Manufacturing
|
|
United States
|
|
100%
|
|
100%
|
BP Acquisition Corporation (1)
|
|
Holding
|
|
United States
|
|
—%
|
|
100%
|
Cantech Industries, Inc. (1)
|
|
Manufacturing
|
|
United States
|
|
—%
|
|
100%
|
Capstone Polyweave Private Limited
|
|
Manufacturing
|
|
India
|
|
55%
|
|
55%
|
FIBOPE Portuguesa-Filmes Biorientados, S.A.
|
|
Manufacturing
|
|
Portugal
|
|
100%
|
|
100%
|
GPCP, Inc.
|
|
Manufacturing
|
|
United States
|
|
50.1%
|
|
50.1%
|
Intertape Polymer Corp.
|
|
Manufacturing
|
|
United States
|
|
100%
|
|
100%
|
Intertape Polymer Europe GmbH
|
|
Distribution
|
|
Germany
|
|
100%
|
|
100%
|
Intertape Polymer Inc.
|
|
Manufacturing
|
|
Canada
|
|
100%
|
|
100%
|
Intertape Polymer Japan GK
|
|
Distribution
|
|
Japan
|
|
100%
|
|
100%
|
Intertape Polymer Woven USA Inc.
|
|
Manufacturing
|
|
United States
|
|
100%
|
|
100%
|
Intertape Woven Products Services, S.A. de C.V.
|
|
Non-operating
|
|
Mexico
|
|
100%
|
|
100%
|
Intertape Woven Products, S.A. de C.V.
|
|
Non-operating
|
|
Mexico
|
|
100%
|
|
100%
|
IPG (US) Holdings Inc.
|
|
Holding
|
|
United States
|
|
100%
|
|
100%
|
IPG (US) Inc.
|
|
Holding
|
|
United States
|
|
100%
|
|
100%
|
IPG Luxembourg Finance S.à.r.l. (2)
|
|
Financing
|
|
Luxembourg
|
|
—%
|
|
100%
|
IPG Mauritius Holding Company Ltd
|
|
Holding
|
|
Mauritius
|
|
100%
|
|
100%
|
IPG Mauritius II Ltd
|
|
Holding
|
|
Mauritius
|
|
100%
|
|
100%
|
IPG Mauritius Ltd
|
|
Holding
|
|
Mauritius
|
|
100%
|
|
100%
|
Polyair Canada Limited
|
|
Manufacturing
|
|
Canada
|
|
100%
|
|
100%
|
Polyair Corporation
|
|
Manufacturing
|
|
United States
|
|
100%
|
|
100%
|
Powerband Industries Private Limited
|
|
Manufacturing
|
|
India
|
|
100%
|
|
100%
|
Spuntech Fabrics Inc.
|
|
Holding
|
|
Canada
|
|
100%
|
|
100%
|
•
|
measured at amortized cost,
|
•
|
fair value through earnings, or
|
•
|
fair value through OCI.
|
•
|
the financial asset is held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
|
•
|
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
|
•
|
fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment;
|
•
|
cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment; or
|
•
|
hedges of a net investment in foreign operations.
|
•
|
there is an economic relationship between the hedged item and the hedging instrument;
|
•
|
the effect of credit risk does not dominate the value changes that result from that economic relationship; and
|
•
|
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.
|
|
Years
|
Land
|
Indefinite
|
Buildings and related major components
|
3 to 60
|
Manufacturing equipment and related major components
|
4 to 30
|
Computer equipment and software
|
3 to 15
|
Furniture, office equipment and other
|
3 to 10
|
Assets related to restoration provisions
|
Expected remaining term of the lease
|
|
Years
|
Distribution rights and customer contracts
|
6 to 15
|
Customer lists, license agreements and software
|
2 to 20
|
Patents and trademarks being amortized
|
2 to 13
|
Non-compete agreements
|
3 to 10
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Employee benefit expense
|
|
|
|
|
|
|||
Wages, salaries and other short-term benefits
|
227,043
|
|
|
197,155
|
|
|
170,657
|
|
Termination benefits (Note 16)
|
2,274
|
|
|
1,861
|
|
|
204
|
|
Share-based compensation expense (Note 18)
|
501
|
|
|
1,914
|
|
|
3,291
|
|
Pension, post-retirement and other long-term employee benefit plans (Note 20):
|
|
|
|
|
|
|||
Defined benefit plans
|
2,139
|
|
|
2,768
|
|
|
2,811
|
|
Defined contributions plans
|
7,142
|
|
|
3,471
|
|
|
4,699
|
|
|
239,099
|
|
|
207,169
|
|
|
181,662
|
|
Finance costs - Interest
|
|
|
|
|
|
|||
Interest on borrowings and lease liabilities
|
32,472
|
|
|
17,443
|
|
|
7,973
|
|
Amortization and write-off of debt issue costs on borrowings
|
1,194
|
|
|
1,906
|
|
|
651
|
|
Interest capitalized to property, plant and equipment
|
(1,976
|
)
|
|
(2,277
|
)
|
|
(1,378
|
)
|
|
31,690
|
|
|
17,072
|
|
|
7,246
|
|
Finance costs - other expense (income), net
|
|
|
|
|
|
|||
Foreign exchange (gain) loss
|
(790
|
)
|
|
1,945
|
|
|
(2,663
|
)
|
Put option valuation loss (gain) (Note 24)
|
3,339
|
|
|
—
|
|
|
(1,833
|
)
|
Other costs, net
|
765
|
|
|
1,865
|
|
|
1,098
|
|
|
3,314
|
|
|
3,810
|
|
|
(3,398
|
)
|
Additional information
|
|
|
|
|
|
|||
Depreciation of property, plant and equipment (Note 9)
|
51,030
|
|
|
38,548
|
|
|
32,409
|
|
Amortization of intangible assets (Note 12)
|
10,385
|
|
|
6,281
|
|
|
3,729
|
|
Impairment of assets, net (Note 13)
|
4,549
|
|
|
6,936
|
|
|
1,433
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Impairment of property, plant and equipment, net
|
669
|
|
|
4,839
|
|
|
289
|
|
Equipment relocation
|
156
|
|
|
—
|
|
|
147
|
|
Revaluation and impairment of inventories, net
|
130
|
|
|
1,297
|
|
|
163
|
|
Termination benefits and other labor related costs
|
1,874
|
|
|
1,043
|
|
|
2
|
|
Restoration and idle facility costs
|
1,978
|
|
|
268
|
|
|
308
|
|
Professional fees
|
393
|
|
|
31
|
|
|
87
|
|
Other (recoveries) costs
|
(64
|
)
|
|
(418
|
)
|
|
363
|
|
|
5,136
|
|
|
7,060
|
|
|
1,359
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
%
|
|
%
|
|
%
|
|||
Combined Canadian federal and provincial income tax rate
|
28.4
|
|
|
28.4
|
|
|
28.8
|
|
Foreign earnings/losses taxed at higher income tax rates
|
0.2
|
|
|
0.4
|
|
|
6.8
|
|
Foreign earnings/losses taxed at lower income tax rates
|
(4.8
|
)
|
|
(5.1
|
)
|
|
(0.6
|
)
|
Impact of TCJA enactment
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
Prior period adjustments
|
0.5
|
|
|
(3.4
|
)
|
|
—
|
|
Nondeductible expenses
|
1.1
|
|
|
3.9
|
|
|
0.4
|
|
Impact of other differences
|
(2.3
|
)
|
|
(0.7
|
)
|
|
(2.3
|
)
|
Nontaxable dividend
|
—
|
|
|
(8.6
|
)
|
|
(6.6
|
)
|
Canadian deferred tax assets not recognized
|
4.3
|
|
|
2.5
|
|
|
—
|
|
(Recognition) derecognition of deferred tax assets
|
(1.3
|
)
|
|
—
|
|
|
2.8
|
|
Proposed tax assessment
|
2.2
|
|
|
—
|
|
|
—
|
|
Effective income tax rate
|
28.3
|
|
|
17.4
|
|
|
16.9
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Current income tax expense
|
17,195
|
|
|
934
|
|
|
6,635
|
|
Deferred tax expense (benefit)
|
|
|
|
|
|
|||
TCJA reduction in US corporate statutory rate
|
—
|
|
|
—
|
|
|
(10,122
|
)
|
(Recognition) derecognition of US deferred tax assets
|
(701
|
)
|
|
(182
|
)
|
|
885
|
|
US temporary differences
|
3,988
|
|
|
10,427
|
|
|
15,668
|
|
Canadian deferred tax assets not recognized
|
2,474
|
|
|
1,297
|
|
|
—
|
|
(Recognition) derecognition of Canadian deferred tax assets
|
(22
|
)
|
|
—
|
|
|
412
|
|
Canadian temporary differences
|
(5,678
|
)
|
|
(1,548
|
)
|
|
1,202
|
|
Temporary differences in other jurisdictions
|
(946
|
)
|
|
(1,126
|
)
|
|
(1,631
|
)
|
Total deferred income tax (benefit) expense
|
(885
|
)
|
|
8,868
|
|
|
6,414
|
|
Total tax expense for the year
|
16,310
|
|
|
9,802
|
|
|
13,049
|
|
|
Amount before
income tax
|
|
Deferred
income taxes
|
|
Amount net of
income taxes
|
|||
|
$
|
|
$
|
|
$
|
|||
For the year ended December 31, 2019
|
|
|
|
|
|
|||
Deferred tax expense on remeasurement of defined benefit liability
|
762
|
|
|
(173
|
)
|
|
589
|
|
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges
|
(3,416
|
)
|
|
359
|
|
|
(3,057
|
)
|
Deferred tax expense on gain arising from hedge of a net investment in foreign operations
|
10,280
|
|
|
(45
|
)
|
|
10,235
|
|
|
7,626
|
|
|
141
|
|
|
7,767
|
|
|
|
|
|
|
|
|||
For the year ended December 31, 2018
|
|
|
|
|
|
|||
Deferred tax expense on remeasurement of defined benefit liability
|
3,016
|
|
|
(730
|
)
|
|
2,286
|
|
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges
|
970
|
|
|
463
|
|
|
1,433
|
|
|
3,986
|
|
|
(267
|
)
|
|
3,719
|
|
|
|
|
|
|
|
|||
For the year ended December 31, 2017
|
|
|
|
|
|
|||
Deferred tax expense on remeasurement of defined benefit liability
|
302
|
|
|
(213
|
)
|
|
89
|
|
Deferred tax expense on change in fair value of interest rate swap agreements designated as cash flow hedges
|
2,358
|
|
|
(750
|
)
|
|
1,608
|
|
|
2,660
|
|
|
(963
|
)
|
|
1,697
|
|
|
|
|
|
|
|
|||
Deferred tax expense due to TCJA reduction in US statutory rate
|
|
|
|
|
(598
|
)
|
|
Deferred tax
assets
|
|
Deferred tax
liabilities
|
|
Net
|
|||
|
$
|
|
$
|
|
$
|
|||
As of December 31, 2019
|
|
|
|
|
|
|||
Tax credits, losses, carryforwards and other tax deductions
|
11,638
|
|
|
—
|
|
|
11,638
|
|
Property, plant and equipment
|
16,654
|
|
|
(44,150
|
)
|
|
(27,496
|
)
|
Pension and other post-retirement benefits
|
3,966
|
|
|
—
|
|
|
3,966
|
|
Share-based payments
|
1,766
|
|
|
—
|
|
|
1,766
|
|
Accounts payable and accrued liabilities
|
6,022
|
|
|
—
|
|
|
6,022
|
|
Goodwill and other intangibles
|
7,028
|
|
|
(22,893
|
)
|
|
(15,865
|
)
|
Trade and other receivables
|
688
|
|
|
—
|
|
|
688
|
|
Inventories
|
1,918
|
|
|
—
|
|
|
1,918
|
|
Other
|
1,340
|
|
|
(908
|
)
|
|
432
|
|
Deferred tax assets and liabilities
|
51,020
|
|
|
(67,951
|
)
|
|
(16,931
|
)
|
|
December 31,
2019 |
|
|
$
|
|
Deferred tax assets
|
29,738
|
|
Deferred tax liabilities
|
(46,669
|
)
|
|
(16,931
|
)
|
|
Deferred tax
assets
|
|
Deferred tax
liabilities
|
|
Net
|
|||
|
$
|
|
$
|
|
$
|
|||
As of December 31, 2018
|
|
|
|
|
|
|||
Tax credits, losses, carryforwards and other tax deductions
|
11,147
|
|
|
—
|
|
|
11,147
|
|
Property, plant and equipment
|
13,910
|
|
|
(38,290
|
)
|
|
(24,380
|
)
|
Pension and other post-retirement benefits
|
3,798
|
|
|
—
|
|
|
3,798
|
|
Share-based payments
|
2,508
|
|
|
—
|
|
|
2,508
|
|
Accounts payable and accrued liabilities
|
5,659
|
|
|
—
|
|
|
5,659
|
|
Goodwill and other intangibles
|
6,998
|
|
|
(25,343
|
)
|
|
(18,345
|
)
|
Trade and other receivables
|
633
|
|
|
—
|
|
|
633
|
|
Inventories
|
2,262
|
|
|
—
|
|
|
2,262
|
|
Other
|
5
|
|
|
(539
|
)
|
|
(534
|
)
|
Deferred tax assets and liabilities
|
46,920
|
|
|
(64,172
|
)
|
|
(17,252
|
)
|
|
December 31,
2018 |
|
|
$
|
|
Deferred tax assets
|
25,069
|
|
Deferred tax liabilities
|
(42,321
|
)
|
|
(17,252
|
)
|
|
Balance January 1, 2018
|
|
Recognized in
earnings (with translation adjustments) |
|
Recognized in
contributed surplus |
|
Recognized in
OCI |
|
Recognized in deficit
|
|
Business
acquisitions |
|
Balance December 31, 2018
|
|||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tax credits, losses, carryforwards and other tax deductions
|
11,387
|
|
|
(3,051
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,811
|
|
|
11,147
|
|
Property, plant and equipment
|
15,661
|
|
|
(1,751
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,910
|
|
Pension and other post-retirement benefits
|
7,175
|
|
|
(2,604
|
)
|
|
—
|
|
|
(773
|
)
|
|
—
|
|
|
—
|
|
|
3,798
|
|
Share-based payments
|
4,532
|
|
|
(867
|
)
|
|
(744
|
)
|
|
—
|
|
|
(413
|
)
|
|
—
|
|
|
2,508
|
|
Accounts payable and accrued liabilities
|
3,894
|
|
|
740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,025
|
|
|
5,659
|
|
Goodwill and other intangibles
|
7,950
|
|
|
(952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,998
|
|
Trade and other receivables
|
344
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
633
|
|
Inventories
|
1,939
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
2,262
|
|
Other
|
466
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
5
|
|
|
53,348
|
|
|
(7,540
|
)
|
|
(744
|
)
|
|
(773
|
)
|
|
(413
|
)
|
|
3,042
|
|
|
46,920
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property, plant and equipment
|
(28,208
|
)
|
|
(6,462
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,620
|
)
|
|
(38,290
|
)
|
Goodwill and other intangibles
|
(9,692
|
)
|
|
3,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,913
|
)
|
|
(25,343
|
)
|
Other
|
(1,590
|
)
|
|
588
|
|
|
—
|
|
|
463
|
|
|
—
|
|
|
—
|
|
|
(539
|
)
|
|
(39,490
|
)
|
|
(2,612
|
)
|
|
—
|
|
|
463
|
|
|
—
|
|
|
(22,533
|
)
|
|
(64,172
|
)
|
Deferred tax assets and liabilities
|
13,858
|
|
|
(10,152
|
)
|
|
(744
|
)
|
|
(310
|
)
|
|
(413
|
)
|
|
(19,491
|
)
|
|
(17,252
|
)
|
Impact due to foreign exchange rates
|
|
|
1,284
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
|
|
|
|||
Total recognized
|
|
|
(8,868
|
)
|
|
(744
|
)
|
|
(267
|
)
|
|
(413
|
)
|
|
|
|
|
|
Balance January 1, 2019
|
|
Recognized in
earnings (with translation adjustments) |
|
Recognized in
contributed surplus |
|
Recognized in
OCI |
|
Recognized in deficit
|
|
Balance reclassified to other current assets
|
|
Balance December 31, 2019
|
|||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tax credits, losses, carryforwards and other tax deductions
|
11,147
|
|
|
2,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,012
|
)
|
|
11,638
|
|
Property, plant and equipment
|
13,910
|
|
|
2,744
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,654
|
|
Pension and other post-retirement benefits
|
3,798
|
|
|
333
|
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
3,966
|
|
Share-based payments
|
2,508
|
|
|
(728
|
)
|
|
(17
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
1,766
|
|
Accounts payable and accrued liabilities
|
5,659
|
|
|
363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,022
|
|
Goodwill and other intangibles
|
6,998
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,028
|
|
Trade and other receivables
|
633
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
688
|
|
Inventories
|
2,262
|
|
|
(344
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,918
|
|
Other
|
5
|
|
|
1,380
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
1,340
|
|
|
46,920
|
|
|
6,336
|
|
|
(17
|
)
|
|
(210
|
)
|
|
3
|
|
|
(2,012
|
)
|
|
51,020
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property, plant and equipment
|
(38,290
|
)
|
|
(5,860
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,150
|
)
|
Goodwill and other intangibles
|
(25,343
|
)
|
|
2,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,893
|
)
|
Other
|
(539
|
)
|
|
(726
|
)
|
|
—
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
(908
|
)
|
|
(64,172
|
)
|
|
(4,136
|
)
|
|
—
|
|
|
357
|
|
|
—
|
|
|
(2,012
|
)
|
|
(67,951
|
)
|
Deferred tax assets and liabilities
|
(17,252
|
)
|
|
2,200
|
|
|
(17
|
)
|
|
147
|
|
|
3
|
|
|
—
|
|
|
(16,931
|
)
|
Impact due to foreign exchange rates
|
|
|
(1,315
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
|
|
|
|||
Total recognized
|
|
|
885
|
|
|
(17
|
)
|
|
141
|
|
|
3
|
|
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Tax losses, carryforwards and other tax deductions
|
51,134
|
|
|
39,787
|
|
Share-based payments
|
3,457
|
|
|
2,417
|
|
|
54,591
|
|
|
42,204
|
|
|
2019
|
|
2018
|
|
2017
|
||
Basic
|
58,798,488
|
|
|
58,815,526
|
|
|
59,072,119
|
Effect of stock options
|
190,646
|
|
|
268,649
|
|
|
371,933
|
Effect of PSUs
|
—
|
|
|
—
|
|
|
143,717
|
Diluted
|
58,989,134
|
|
|
59,084,175
|
|
|
59,587,769
|
|
2017
|
PSUs which met the performance criteria
|
885,879
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Raw materials
|
52,617
|
|
|
52,157
|
|
Work in process
|
29,927
|
|
|
30,017
|
|
Finished goods
|
81,605
|
|
|
88,307
|
|
Parts and supplies
|
20,788
|
|
|
20,194
|
|
|
184,937
|
|
|
190,675
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Impairments recorded in manufacturing facility closures, restructuring and other related charges
|
634
|
|
|
1,297
|
|
|
338
|
|
Reversals of impairments recorded in manufacturing facility closures, restructuring and other related charges
|
(504
|
)
|
|
—
|
|
|
(175
|
)
|
Impairments recorded in cost of sales
|
2,877
|
|
|
716
|
|
|
801
|
|
|
3,007
|
|
|
2,013
|
|
|
964
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Inventories recognized in cost of sales
|
836,600
|
|
|
771,224
|
|
|
646,702
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Prepaid expenses
|
8,892
|
|
|
8,424
|
|
Sales and other taxes receivable and credits
|
5,747
|
|
|
4,873
|
|
Income taxes receivable and prepaid
|
3,977
|
|
|
6,202
|
|
Supplier rebates receivable
|
1,533
|
|
|
2,006
|
|
Reserve for inventory returns
|
1,003
|
|
|
1,227
|
|
Other
|
1,135
|
|
|
1,663
|
|
|
22,287
|
|
|
24,395
|
|
|
Land
|
|
Buildings
|
|
Manufacturing
equipment
|
|
Computer
equipment
and software
|
|
Furniture,
office equipment
and other
|
|
Construction in
progress
|
|
Total
|
|||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||
Gross carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance as of December 31, 2017
|
12,110
|
|
|
127,073
|
|
|
627,400
|
|
|
42,502
|
|
|
2,705
|
|
|
37,835
|
|
|
849,625
|
|
Additions – separately acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,712
|
|
|
74,712
|
|
Additions through business acquisitions
|
2,400
|
|
|
5,720
|
|
|
28,619
|
|
|
146
|
|
|
163
|
|
|
1,334
|
|
|
38,382
|
|
Assets placed into service
|
—
|
|
|
10,330
|
|
|
42,114
|
|
|
1,876
|
|
|
785
|
|
|
(55,105
|
)
|
|
—
|
|
Disposals
|
—
|
|
|
(180
|
)
|
|
(4,667
|
)
|
|
(230
|
)
|
|
(137
|
)
|
|
—
|
|
|
(5,214
|
)
|
Category reclassifications
|
(1,641
|
)
|
|
4,229
|
|
|
(2,588
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign exchange and other
|
(793
|
)
|
|
(1,755
|
)
|
|
(8,632
|
)
|
|
(243
|
)
|
|
(58
|
)
|
|
(1,107
|
)
|
|
(12,588
|
)
|
Balance as of December 31, 2018
|
12,076
|
|
|
145,417
|
|
|
682,246
|
|
|
44,051
|
|
|
3,458
|
|
|
57,669
|
|
|
944,917
|
|
Accumulated depreciation and impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
609
|
|
|
66,294
|
|
|
430,168
|
|
|
36,652
|
|
|
2,108
|
|
|
274
|
|
|
536,105
|
|
Depreciation
|
—
|
|
|
5,615
|
|
|
30,154
|
|
|
2,245
|
|
|
534
|
|
|
—
|
|
|
38,548
|
|
Impairments
|
370
|
|
|
820
|
|
|
3,649
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
4,923
|
|
Disposals
|
—
|
|
|
(118
|
)
|
|
(4,305
|
)
|
|
(229
|
)
|
|
(128
|
)
|
|
—
|
|
|
(4,780
|
)
|
Foreign exchange and other
|
—
|
|
|
(1,035
|
)
|
|
(5,662
|
)
|
|
(208
|
)
|
|
(48
|
)
|
|
(2
|
)
|
|
(6,955
|
)
|
Balance as of December 31, 2018
|
979
|
|
|
71,576
|
|
|
454,004
|
|
|
38,460
|
|
|
2,466
|
|
|
356
|
|
|
567,841
|
|
Net carrying amount as of December 31, 2018
|
11,097
|
|
|
73,841
|
|
|
228,242
|
|
|
5,591
|
|
|
992
|
|
|
57,313
|
|
|
377,076
|
|
|
Land
|
|
Buildings
|
|
Manufacturing
equipment
|
|
Computer
equipment
and software
|
|
Furniture,
office equipment
and other
|
|
Construction in
progress
|
|
Total
|
|||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||
Gross carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance as of December 31, 2018
|
12,076
|
|
|
145,417
|
|
|
682,246
|
|
|
44,051
|
|
|
3,458
|
|
|
57,669
|
|
|
944,917
|
|
Adjustment on transition to IFRS 16
|
—
|
|
|
27,960
|
|
|
1,914
|
|
|
—
|
|
|
1,180
|
|
|
—
|
|
|
31,054
|
|
Additions – right-of-use assets
|
—
|
|
|
11,844
|
|
|
1,701
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
13,748
|
|
Additions – separately acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,376
|
|
|
48,376
|
|
Assets placed into service
|
581
|
|
|
13,105
|
|
|
73,708
|
|
|
2,174
|
|
|
563
|
|
|
(90,131
|
)
|
|
—
|
|
Disposals
|
(360
|
)
|
|
(3,776
|
)
|
|
(8,889
|
)
|
|
(1,622
|
)
|
|
(136
|
)
|
|
(960
|
)
|
|
(15,743
|
)
|
Category reclassifications
|
—
|
|
|
(1,488
|
)
|
|
1,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign exchange and other
|
(105
|
)
|
|
769
|
|
|
3,445
|
|
|
121
|
|
|
26
|
|
|
(543
|
)
|
|
3,713
|
|
Balance as of December 31, 2019
|
12,192
|
|
|
193,831
|
|
|
755,613
|
|
|
44,724
|
|
|
5,294
|
|
|
14,411
|
|
|
1,026,065
|
|
Accumulated depreciation and impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2018
|
979
|
|
|
71,576
|
|
|
454,004
|
|
|
38,460
|
|
|
2,466
|
|
|
356
|
|
|
567,841
|
|
Depreciation (1)
|
—
|
|
|
11,208
|
|
|
36,810
|
|
|
2,326
|
|
|
1,121
|
|
|
—
|
|
|
51,465
|
|
Impairments
|
—
|
|
|
236
|
|
|
1,211
|
|
|
149
|
|
|
18
|
|
|
607
|
|
|
2,221
|
|
Impairment reversals
|
—
|
|
|
—
|
|
|
(751
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(751
|
)
|
Disposals
|
(360
|
)
|
|
(2,501
|
)
|
|
(7,996
|
)
|
|
(1,595
|
)
|
|
(105
|
)
|
|
(960
|
)
|
|
(13,517
|
)
|
Foreign exchange and other
|
(10
|
)
|
|
536
|
|
|
2,849
|
|
|
113
|
|
|
10
|
|
|
(3
|
)
|
|
3,495
|
|
Balance as of December 31, 2019
|
609
|
|
|
81,055
|
|
|
486,127
|
|
|
39,453
|
|
|
3,510
|
|
|
—
|
|
|
610,754
|
|
Net carrying amount as of December 31, 2019
|
11,583
|
|
|
112,776
|
|
|
269,486
|
|
|
5,271
|
|
|
1,784
|
|
|
14,411
|
|
|
415,311
|
|
(1)
|
The difference between the depreciation additions presented above and depreciation expense included in the Company’s consolidated earnings is the amortization of government grants recognized in deferred income for the purchase and construction of plant and equipment in the amount of $0.4 million as of December 31, 2019. When the assets are placed into service, the deferred income is recognized as a credit to depreciation expense through cost of sales on a systematic basis over the related assets’ useful lives. Refer to Note 14 for additional information on the Company's forgivable government loans.
|
|
December 31,
2019 |
|
December 31,
2018 |
||
Interest capitalized to property, plant and equipment
|
$1,976
|
|
$2,277
|
||
Weighted average capitalization rates
|
7.56
|
%
|
|
7.64
|
%
|
|
Buildings
|
|
Manufacturing equipment
|
|
Furniture,
office equipment and other |
|
Total
|
||||
|
$
|
|
$
|
|
$
|
|
$
|
||||
Carrying amount
|
36,263
|
|
|
18,348
|
|
|
866
|
|
|
55,477
|
|
Depreciation expense
|
5,331
|
|
|
3,248
|
|
|
796
|
|
|
9,375
|
|
|
Buildings
|
|
Manufacturing equipment
|
|
Furniture,
office equipment and other |
|
Total
|
||||
|
$
|
|
$
|
|
$
|
|
$
|
||||
Carrying amount
|
1,526
|
|
|
18,233
|
|
|
301
|
|
|
20,060
|
|
Depreciation expense
|
451
|
|
|
2,263
|
|
|
315
|
|
|
3,029
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Corporate owned life insurance held in grantor trust
|
5,992
|
|
|
4,210
|
|
Pension benefits (1)
|
1,966
|
|
|
—
|
|
Deposits
|
1,179
|
|
|
1,194
|
|
Prepaid software licensing
|
960
|
|
|
1,173
|
|
Cash surrender value of officers’ life insurance
|
386
|
|
|
358
|
|
Interest rate swap agreements (2)
|
—
|
|
|
2,605
|
|
Other
|
35
|
|
|
46
|
|
|
10,518
|
|
|
9,586
|
|
(1)
|
Refer to Note 20 for additional information regarding employee benefit plans.
|
(2)
|
Refer to Note 24 for additional information regarding the fair value of interest rate swap agreements.
|
|
Total
|
|
|
$
|
|
Balance as of December 31, 2017
|
41,690
|
|
Acquired through business acquisitions (1)
|
69,136
|
|
Foreign exchange
|
(3,112
|
)
|
Balance as of December 31, 2018
|
107,714
|
|
Foreign exchange
|
(37
|
)
|
Balance as of December 31, 2019
|
107,677
|
|
(1)
|
Refer to Note 19 for additional information regarding business combinations.
|
|
Distribution
rights |
|
Customer
contracts |
|
License
agreements |
|
Customer
lists |
|
Software (1)
|
|
Patents/
Trademark/Trade names (2) |
|
Non-compete
agreements |
|
Total
|
||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||||
Gross carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
2,879
|
|
|
1,107
|
|
|
302
|
|
|
32,641
|
|
|
4,891
|
|
|
8,935
|
|
|
8,720
|
|
|
59,475
|
|
Additions – separately acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,617
|
|
|
16
|
|
|
—
|
|
|
1,633
|
|
Additions through business acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
75,683
|
|
|
—
|
|
|
6,810
|
|
|
380
|
|
|
82,873
|
|
Foreign exchange and other
|
(224
|
)
|
|
(86
|
)
|
|
—
|
|
|
(2,075
|
)
|
|
19
|
|
|
(723
|
)
|
|
(733
|
)
|
|
(3,822
|
)
|
Balance as of December 31, 2018
|
2,655
|
|
|
1,021
|
|
|
302
|
|
|
106,249
|
|
|
6,527
|
|
|
15,038
|
|
|
8,367
|
|
|
140,159
|
|
Accumulated amortization and impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2017
|
2,879
|
|
|
1,107
|
|
|
217
|
|
|
4,877
|
|
|
1,299
|
|
|
505
|
|
|
1,273
|
|
|
12,157
|
|
Amortization
|
—
|
|
|
—
|
|
|
7
|
|
|
4,698
|
|
|
557
|
|
|
101
|
|
|
918
|
|
|
6,281
|
|
Foreign exchange and other
|
(224
|
)
|
|
(86
|
)
|
|
—
|
|
|
(265
|
)
|
|
19
|
|
|
2
|
|
|
(114
|
)
|
|
(668
|
)
|
Balance as of December 31, 2018
|
2,655
|
|
|
1,021
|
|
|
224
|
|
|
9,310
|
|
|
1,875
|
|
|
608
|
|
|
2,077
|
|
|
17,770
|
|
Net carrying amount as of December 31, 2018
|
—
|
|
|
—
|
|
|
78
|
|
|
96,939
|
|
|
4,652
|
|
|
14,430
|
|
|
6,290
|
|
|
122,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Distribution
rights |
|
Customer
contracts |
|
License
agreements |
|
Customer
lists |
|
Software (1)
|
|
Patents/
Trademark/Trade names (2) |
|
Non-compete
agreements |
|
Total
|
||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||||
Gross carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2018
|
2,655
|
|
|
1,021
|
|
|
302
|
|
|
106,249
|
|
|
6,527
|
|
|
15,038
|
|
|
8,367
|
|
|
140,159
|
|
Additions – separately acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,588
|
|
|
—
|
|
|
—
|
|
|
2,588
|
|
Disposals
|
(2,728
|
)
|
|
(1,049
|
)
|
|
(112
|
)
|
|
(811
|
)
|
|
(477
|
)
|
|
(503
|
)
|
|
(198
|
)
|
|
(5,878
|
)
|
Foreign exchange and other
|
73
|
|
|
28
|
|
|
—
|
|
|
59
|
|
|
(20
|
)
|
|
518
|
|
|
(135
|
)
|
|
523
|
|
Balance as of December 31, 2019
|
—
|
|
|
—
|
|
|
190
|
|
|
105,497
|
|
|
8,618
|
|
|
15,053
|
|
|
8,034
|
|
|
137,392
|
|
Accumulated amortization and impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2018
|
2,655
|
|
|
1,021
|
|
|
224
|
|
|
9,310
|
|
|
1,875
|
|
|
608
|
|
|
2,077
|
|
|
17,770
|
|
Amortization
|
—
|
|
|
—
|
|
|
7
|
|
|
7,677
|
|
|
1,133
|
|
|
258
|
|
|
1,310
|
|
|
10,385
|
|
Disposals
|
(2,728
|
)
|
|
(1,049
|
)
|
|
(112
|
)
|
|
(811
|
)
|
|
(477
|
)
|
|
(503
|
)
|
|
(198
|
)
|
|
(5,878
|
)
|
Impairments
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
Foreign exchange and other
|
73
|
|
|
28
|
|
|
(1
|
)
|
|
(54
|
)
|
|
(25
|
)
|
|
19
|
|
|
(46
|
)
|
|
(6
|
)
|
Balance as of December 31, 2019
|
—
|
|
|
—
|
|
|
190
|
|
|
16,122
|
|
|
2,506
|
|
|
382
|
|
|
3,143
|
|
|
22,343
|
|
Net carrying amount as of December 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
89,375
|
|
|
6,112
|
|
|
14,671
|
|
|
4,891
|
|
|
115,049
|
|
(1)
|
Includes $0.4 million and $0.2 million of acquired software licenses during the years ended December 31, 2019 and 2018, respectively.
|
(2)
|
Includes trademarks and trade names not subject to amortization totalling $14.4 million and $13.8 million as of December 31, 2019 and 2018, respectively.
|
•
|
The tapes and films CGU (the "T&F CGU") includes the Company’s tape and film manufacturing locations in the United States, Canada and India that it owned prior to 2018.
|
•
|
As discussed in Note 19, the Company acquired 100% of the equity value of Polyair in 2018. Polyair continues to be considered by management as a separate CGU, despite integration efforts making significant progress in 2019 and continuing towards furthering operational alignment and interdependency of cash flows within the T&F CGU. Management monitors the goodwill balance of Polyair combined with the T&F CGU assets as it remains focused on achieving its strategic plan of developing significant acquisition synergies, and as a result of those synergies, having greater interdependencies of cash flows. Accordingly, the assets of Polyair are included in the tapes and film impairment test discussed further below (the “T&F Group”).
|
•
|
The engineered coated products CGU (“ECP CGU") includes the Company’s ECP manufacturing facilities in the United States and Canada that it owned prior to 2018, as well as the newly-acquired Capstone and Maiweave facilities discussed in Note 19. Capstone and Maiweave are considered to be part of the ECP CGU as they support and expand the Company's operations both in India and domestically in the US.
|
•
|
The Company’s other CGU, Fibope, consists of the Company’s operating site in Portugal.
|
|
T&F Group
|
|
ECP CGU
|
||
Carrying amount allocated to the asset group:
|
|
|
|
||
Goodwill
|
$101,846
|
|
$5,831
|
||
Intangible assets with indefinite useful lives
|
$14,359
|
|
—
|
|
|
Results of test performed as of December 31, 2019:
|
|
|
|
||
Recoverable amount
|
$1,358,859
|
|
$255,258
|
||
Forecast period annual revenue growth rates (1)
|
1.3% in 2020, 2.3-3.1% thereafter
|
|
|
6.3% in 2020, 2.8% in 2021, tapering down to 2.5% thereafter
|
|
Discount rate (2)
|
8.8
|
%
|
|
11.6
|
%
|
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of (3)
|
2.3
|
%
|
|
2.5
|
%
|
Income tax rate (4)
|
28.0
|
%
|
|
27.0
|
%
|
(1)
|
For both models, the annual revenue growth rate for the forecast period, is based on projections presented to management and the Board of Directors. The projected revenue growth rates for the period are consistent with the Company's recent history of sales volumes within the asset group, as well as the Company’s expectation that its sales will at least match gross domestic product growth.
|
(2)
|
The discount rate used is the estimated weighted average cost of capital for the asset group, using observable market rates and data based on a set of publicly traded industry peers.
|
(3)
|
Cash flows beyond the forecast period have been primarily extrapolated at or below the projected long-term average growth rates for the asset groups.
|
(4)
|
The income tax rate represents an estimated effective tax rate based on enacted or substantively enacted rates.
|
|
T&F Group
|
|
ECP CGU
|
||
Forecast period annual revenue growth rates
|
1.3% in 2020, 0% thereafter
|
|
|
6.3% in 2020, 1% thereafter
|
|
Discount rate
|
11.0
|
%
|
|
12.6
|
%
|
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of
|
1.0
|
%
|
|
1.0
|
%
|
Income tax rate
|
35.0
|
%
|
|
37.0
|
%
|
|
T&F Group
|
|
ECP CGU
|
||
Carrying amount allocated to the asset group
|
|
|
|
||
Goodwill
|
$101,769
|
|
$5,945
|
||
Intangible assets with indefinite useful lives
|
$13,841
|
|
—
|
|
|
Results of test performed as of December 31, 2018:
|
|
|
|
||
Recoverable amount
|
$1,428,909
|
|
$188,736
|
||
Forecast period annual revenue growth rates (1)
|
13% in 2019, 2.5-3.3% thereafter
|
|
|
32.8% in 2019, 7.6% in 2020, tapering down to 2.5% thereafter
|
|
Discount rate (2)
|
8.8
|
%
|
|
11.6
|
%
|
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of (3)
|
2.5
|
%
|
|
2.5
|
%
|
Income tax rate (4)
|
25.0
|
%
|
|
27.0
|
%
|
(1)
|
For both models, the annual revenue growth rates for the forecast period are based on projections presented to management and the Board of Directors. The projected revenue growth rates for the period are consistent with the Company's recent history of sales volumes within the asset group, as well as the Company’s expectation that its sales will at least match gross domestic product growth.
|
(2)
|
The discount rate used is the estimated weighted average cost of capital for the asset group, using observable market rates and data based on a set of publicly traded industry peers.
|
(3)
|
Cash flows beyond the forecast period have been primarily extrapolated at or below the projected long-term average growth rates for the asset groups.
|
(4)
|
The income tax rate represents an estimated effective tax rate based on enacted or substantively enacted rates.
|
|
T&F Group
|
|
ECP CGU
|
||
Forecast period annual revenue growth rates
|
10.1% in 2019, 0% thereafter
|
|
|
30.5% in 2019, 3.6% in 2020, tapering down to 1% thereafter
|
|
Discount rate
|
11.0
|
%
|
|
13.1
|
%
|
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of
|
1.0
|
%
|
|
1.0
|
%
|
Income tax rate
|
35.0
|
%
|
|
37.0
|
%
|
|
2019
|
|
2018
|
|||||
|
Impairment
recognized
|
|
Impairment
reversed
|
|
Impairment
recognized
|
|||
|
$
|
|
$
|
|
$
|
|||
Classes of assets impaired
|
|
|
|
|
|
|||
Manufacturing facility closures, restructuring and other related charges
|
|
|
|
|
|
|||
Inventories
|
634
|
|
|
(504
|
)
|
|
1,297
|
|
Property, plant and equipment
|
|
|
|
|
|
|||
Land
|
—
|
|
|
—
|
|
|
370
|
|
Buildings
|
236
|
|
|
—
|
|
|
820
|
|
Manufacturing equipment
|
987
|
|
|
(751
|
)
|
|
3,649
|
|
Computer equipment and software
|
114
|
|
|
—
|
|
|
—
|
|
Furniture, office equipment and other
|
18
|
|
|
—
|
|
|
—
|
|
Construction in progress
|
65
|
|
|
—
|
|
|
—
|
|
|
2,054
|
|
|
(1,255
|
)
|
|
6,136
|
|
Cost of sales
|
|
|
|
|
|
|||
Inventories
|
2,877
|
|
|
—
|
|
|
716
|
|
Property, plant and equipment
|
|
|
|
|
|
|||
Manufacturing equipment
|
224
|
|
|
—
|
|
|
—
|
|
Computer equipment and software
|
35
|
|
|
—
|
|
|
—
|
|
Construction in progress
|
542
|
|
|
—
|
|
|
84
|
|
Intangibles
|
72
|
|
|
—
|
|
|
—
|
|
|
3,750
|
|
|
—
|
|
|
800
|
|
Total
|
5,804
|
|
|
(1,255
|
)
|
|
6,936
|
|
|
|
|
December 31, 2019
|
|
December 31,
2018 |
||||||
|
Maturity
|
|
Weighted average
effective interest rate
|
$
|
|
Weighted average
effective interest rate |
$
|
||||
Senior Unsecured Notes (a)
|
October 2026
|
|
7.00
|
%
|
245,681
|
|
|
7.00
|
%
|
245,252
|
|
2018 Credit Facility (b)
|
June 2023
|
|
4.04
|
%
|
185,438
|
|
|
4.26
|
%
|
219,084
|
|
2018 Powerband Credit Facility (c)
|
Various until August 2023
|
|
8.90
|
%
|
17,294
|
|
|
9.91
|
%
|
16,338
|
|
2018 Capstone Credit Facility (d)
|
Various until June 2023
|
|
7.84
|
%
|
10,434
|
|
|
7.63
|
%
|
7,585
|
|
Forgivable government loans (e)
|
January 2024 and 2026
|
|
1.25
|
%
|
4,431
|
|
|
1.25
|
%
|
6,014
|
|
Finance lease liabilities under IAS 17 (f)
|
Various until June 2022
|
|
—
|
|
—
|
|
|
3.82
|
%
|
5,712
|
|
Lease liabilities under IFRS 16 (g)
|
Various until December 2034
|
|
6.97
|
%
|
44,756
|
|
|
—
|
|
—
|
|
Other borrowings (h)
|
September 2020
|
|
0.75
|
%
|
776
|
|
|
—
|
|
—
|
|
Total borrowings
|
|
|
|
508,810
|
|
|
|
499,985
|
|
||
Less: current borrowings
|
|
|
|
26,319
|
|
|
|
14,389
|
|
||
Total long-term borrowings
|
|
|
|
482,491
|
|
|
|
485,596
|
|
(a)
|
Senior Unsecured Notes
|
(b)
|
2018 Credit Facility
|
(c)
|
2018 Powerband Credit Facility
|
•
|
INR 960.0 million ($13.5 million) demand term loan (“2018 Powerband Demand Term Loan”) restricted for capital projects with a bullet repayment after five years, bearing interest based on the prevailing Indian Marginal Cost-Lending Rate ("IMCLR"), maturing in August 2023;
|
•
|
INR 65.0 million ($0.9 million) term loan ("2018 Powerband Term Loan") restricted for capital projects, payable in monthly installments over four years, bearing interest based on the prevailing IMCLR, maturing in December 2021; and
|
•
|
INR 375.0 million ($5.3 million) working capital loan facility (“2018 Powerband Working Capital Loan Facility”) that renews annually and is due upon demand, bearing interest based on the prevailing IMCLR.
|
(d)
|
2018 Capstone Credit Facility
|
(e)
|
Forgivable government loans
|
(f)
|
Finance lease liabilities under IAS 17
|
|
Borrowings,
non-current
(excluding finance lease liabilities under IAS 17)
|
|
Borrowings,
current
(excluding finance lease liabilities under IAS 17)
|
|
Finance lease liabilities under IAS 17
|
|
Total
|
||||
|
$
|
|
$
|
|
$
|
|
$
|
||||
Balance as of December 31, 2017
|
260,300
|
|
|
10,346
|
|
|
8,817
|
|
|
279,463
|
|
Cash flows:
|
|
|
|
|
|
|
|
||||
Proceeds
|
942,881
|
|
|
49,036
|
|
|
—
|
|
|
991,917
|
|
Repayments
|
(710,567
|
)
|
|
(47,109
|
)
|
|
(4,946
|
)
|
|
(762,622
|
)
|
Debt issuance costs
|
(7,862
|
)
|
|
—
|
|
|
—
|
|
|
(7,862
|
)
|
Non-cash:
|
|
|
|
|
|
|
|
||||
New finance leases under IAS 17
|
—
|
|
|
—
|
|
|
1,585
|
|
|
1,585
|
|
Additions through business acquisitions
|
346
|
|
|
728
|
|
|
200
|
|
|
1,274
|
|
Amortization of debt issuance costs
|
861
|
|
|
—
|
|
|
—
|
|
|
861
|
|
Write-off of debt issuance costs
|
1,045
|
|
|
—
|
|
|
—
|
|
|
1,045
|
|
Foreign exchange and other
|
(5,009
|
)
|
|
(723
|
)
|
|
56
|
|
|
(5,676
|
)
|
Reclassification
|
(670
|
)
|
|
670
|
|
|
—
|
|
|
—
|
|
Balance as of December 31, 2018
|
481,325
|
|
|
12,948
|
|
|
5,712
|
|
|
499,985
|
|
|
|
|
|
|
|
|
|
||||
|
Borrowings,
non-current
(excluding lease liabilities under IFRS 16)
|
|
Borrowings,
current
(excluding lease liabilities under IFRS 16)
|
|
Lease liabilities under IFRS 16
|
|
Total
|
||||
|
$
|
|
$
|
|
$
|
|
$
|
||||
Balance as of December 31, 2018
|
481,325
|
|
|
12,948
|
|
|
5,712
|
|
|
499,985
|
|
Cash flows:
|
|
|
|
|
|
|
|
||||
Proceeds
|
104,169
|
|
|
86,504
|
|
|
—
|
|
|
190,673
|
|
Repayments
|
(136,403
|
)
|
|
(83,290
|
)
|
|
(6,209
|
)
|
|
(225,902
|
)
|
Debt issuance costs
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
Non-cash:
|
|
|
|
|
|
|
|
||||
Operating lease liabilities recognized under IFRS 16 as of January 1, 2019
|
—
|
|
|
—
|
|
|
31,484
|
|
|
31,484
|
|
New lease liabilities under IFRS 16
|
—
|
|
|
—
|
|
|
13,748
|
|
|
13,748
|
|
Disposals of lease liabilities under IFRS 16
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
(213
|
)
|
Amounts forgiven under forgivable government loans (1)
|
(2,424
|
)
|
|
—
|
|
|
—
|
|
|
(2,424
|
)
|
Amortization of debt issuance costs
|
1,194
|
|
|
—
|
|
|
—
|
|
|
1,194
|
|
Foreign exchange and other
|
197
|
|
|
(96
|
)
|
|
234
|
|
|
335
|
|
Reclassification
|
(4,169
|
)
|
|
4,169
|
|
|
—
|
|
|
—
|
|
Balance as of December 31, 2019
|
443,819
|
|
|
20,235
|
|
|
44,756
|
|
|
508,810
|
|
(1)
|
Refer to forgivable government loans discussed above.
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
$
|
|
$
|
||
Lease liabilities (current)
|
6,084
|
|
|
1,441
|
|
Lease liabilities (non-current)
|
38,672
|
|
|
4,271
|
|
|
44,756
|
|
|
5,712
|
|
Count of leases
|
|
Buildings
|
|
Manufacturing equipment
|
|
Furniture, office equipment and other
|
|
Total right-of-use assets
|
||||
Right-of-use assets leased
|
|
37
|
|
|
90
|
|
|
48
|
|
|
175
|
|
Leases with extension options
|
|
29
|
|
|
39
|
|
|
8
|
|
|
76
|
|
Extension options reasonably certain to exercise
|
|
27
|
|
|
28
|
|
|
—
|
|
|
55
|
|
Leases with options to purchase
|
|
1
|
|
|
13
|
|
|
31
|
|
|
45
|
|
Purchase options reasonably certain to exercise
|
|
1
|
|
|
5
|
|
|
—
|
|
|
6
|
|
Leases with variable payments linked to an index
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
Leases with termination options
|
|
8
|
|
|
2
|
|
|
12
|
|
|
22
|
|
Termination options reasonably certain to exercise
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Buildings
|
|
Manufacturing equipment
|
|
Furniture, office equipment and other
|
Range of remaining term
|
1-180 months
|
|
3-109 months
|
|
1-46 months
|
Average remaining lease term
|
59 months
|
|
31 months
|
|
13 months
|
|
December 31, 2019
|
|
|
$
|
|
Short-term leases
|
2,298
|
|
Leases of low value assets
|
70
|
|
Variable lease payments
|
1,025
|
|
|
3,393
|
|
|
Environmental
|
|
Restoration
|
|
Termination
benefits and other |
|
Litigation
|
|
Total
|
|||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||
Balance as of December 31, 2017
|
2,288
|
|
|
997
|
|
|
554
|
|
|
39
|
|
|
3,878
|
|
Provisions assumed through business acquisitions
|
50
|
|
|
602
|
|
|
30
|
|
|
942
|
|
|
1,624
|
|
Additional provisions
|
100
|
|
|
7
|
|
|
2,054
|
|
|
250
|
|
|
2,411
|
|
Amounts used
|
(88
|
)
|
|
(5
|
)
|
|
(769
|
)
|
|
(33
|
)
|
|
(895
|
)
|
Amounts reversed
|
(506
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(506
|
)
|
Net foreign exchange differences
|
(15
|
)
|
|
(33
|
)
|
|
(8
|
)
|
|
—
|
|
|
(56
|
)
|
Balance as of December 31, 2018
|
1,829
|
|
|
1,568
|
|
|
1,861
|
|
|
1,198
|
|
|
6,456
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amount presented as current
|
184
|
|
|
50
|
|
|
1,772
|
|
|
256
|
|
|
2,262
|
|
Amount presented as non-current
|
1,645
|
|
|
1,518
|
|
|
89
|
|
|
942
|
|
|
4,194
|
|
Balance as of December 31, 2018
|
1,829
|
|
|
1,568
|
|
|
1,861
|
|
|
1,198
|
|
|
6,456
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additional provisions
|
—
|
|
|
—
|
|
|
2,274
|
|
|
31
|
|
|
2,305
|
|
Amounts used
|
(311
|
)
|
|
—
|
|
|
(3,184
|
)
|
|
(273
|
)
|
|
(3,768
|
)
|
Amounts reversed
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
(192
|
)
|
Net foreign exchange differences
|
6
|
|
|
18
|
|
|
10
|
|
|
—
|
|
|
34
|
|
Balance as of December 31, 2019
|
1,524
|
|
|
1,586
|
|
|
961
|
|
|
764
|
|
|
4,835
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amount presented as current
|
84
|
|
|
50
|
|
|
868
|
|
|
764
|
|
|
1,766
|
|
Amount presented as non-current
|
1,440
|
|
|
1,536
|
|
|
93
|
|
|
—
|
|
|
3,069
|
|
Balance as of December 31, 2019
|
1,524
|
|
|
1,586
|
|
|
961
|
|
|
764
|
|
|
4,835
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Deferred compensation (1)
|
4,049
|
|
|
2,561
|
|
Deferred income on forgivable government loans (2)
|
2,412
|
|
|
353
|
|
Interest rate swap agreements (3)
|
1,339
|
|
|
—
|
|
Amounts due to former shareholders of Polyair (4)
|
—
|
|
|
1,653
|
|
Other
|
500
|
|
|
657
|
|
|
8,300
|
|
|
5,224
|
|
(1)
|
Refer to Note 20 for additional information on other long-term employee benefit plans.
|
(2)
|
Refer to Note 14 for additional information on deferred income on forgivable government loans.
|
(3)
|
Refer to Note 24 for additional information regarding the fair value of interest rate swap agreements.
|
(4)
|
Represents amounts that were payable to the former shareholders of Polyair relating to an estimated income tax benefit as a result of the Company's payment of certain deal-related costs on behalf of Polyair. The obligation was settled in full in 2019. Refer to Note 19 for additional information on the purchase of Polyair and the amounts due to its former shareholders.
|
Declared Date
|
Paid date
|
|
Per common
share
amount
|
|
Shareholder
record date |
|
Common
shares issued
and
outstanding
|
|
Aggregate
payment (1)
|
||||
March 8, 2017
|
March 31, 2017
|
|
$
|
0.14
|
|
|
March 21, 2017
|
|
59,110,335
|
|
$
|
8,316
|
|
May 8, 2017
|
June 30, 2017
|
|
$
|
0.14
|
|
|
June 15, 2017
|
|
59,169,710
|
|
$
|
8,365
|
|
August 10, 2017
|
September 29, 2017
|
|
$
|
0.14
|
|
|
September 15, 2017
|
|
59,036,310
|
|
$
|
8,150
|
|
November 10, 2017
|
December 29, 2017
|
|
$
|
0.14
|
|
|
December 15, 2017
|
|
58,799,910
|
|
$
|
8,368
|
|
March 7, 2018
|
March 30, 2018
|
|
$
|
0.14
|
|
|
March 20, 2018
|
|
58,807,410
|
|
$
|
8,333
|
|
May 9, 2018
|
June 29, 2018
|
|
$
|
0.14
|
|
|
June 15, 2018
|
|
58,817,410
|
|
$
|
8,140
|
|
August 10, 2018
|
September 28, 2018
|
|
$
|
0.14
|
|
|
September 14, 2018
|
|
58,817,410
|
|
$
|
8,214
|
|
November 7, 2018
|
December 28, 2018
|
|
$
|
0.14
|
|
|
December 14, 2018
|
|
58,867,410
|
|
$
|
8,089
|
|
March 12, 2019
|
March 29, 2019
|
|
$
|
0.14
|
|
|
March 22, 2019
|
|
58,665,310
|
|
$
|
8,189
|
|
May 8, 2019
|
June 28, 2019
|
|
$
|
0.14
|
|
|
June 14, 2019
|
|
58,877,185
|
|
$
|
8,352
|
|
August 7, 2019
|
September 30, 2019
|
|
$
|
0.1475
|
|
|
September 16, 2019
|
|
58,877,185
|
|
$
|
8,709
|
|
November 8, 2019
|
December 30, 2019
|
|
$
|
0.1475
|
|
|
December 16, 2019
|
|
58,939,685
|
|
$
|
8,742
|
|
(1)
|
Aggregate dividend payment amounts presented in the table above are adjusted for the impact of foreign exchange rates on cash payments to shareholders.
|
|
December 31,
2018 |
||
Common shares repurchased
|
217,100
|
|
|
Average price per common share including commissions
|
CDN$ 16.02
|
||
Carrying value of the common shares repurchased
|
$
|
1,296
|
|
Share repurchase premium (1)
|
$
|
1,263
|
|
Total purchase price including commissions
|
$
|
2,559
|
|
(1)
|
The excess of the purchase price paid over the carrying value of the common shares repurchased is recorded in deficit in the consolidated balance sheet and in the statement of consolidated changes in equity.
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
Weighted
average exercise price |
|
Number of
options |
|
Weighted
average exercise price |
|
Number of
options |
|
Weighted
average exercise price |
|
Number of
options |
||||||
|
CDN$
|
|
|
|
CDN$
|
|
|
|
CDN$
|
|
|
||||||
Balance, beginning of year
|
14.59
|
|
|
1,009,793
|
|
|
12.29
|
|
|
834,375
|
|
|
11.38
|
|
|
1,061,250
|
|
Granted
|
17.54
|
|
|
392,986
|
|
|
21.76
|
|
|
242,918
|
|
|
—
|
|
|
—
|
|
Exercised
|
12.34
|
|
|
(359,375
|
)
|
|
12.04
|
|
|
(67,500
|
)
|
|
8.00
|
|
|
(226,875
|
)
|
Forfeited
|
15.85
|
|
|
(32,503
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance, end of year
|
16.49
|
|
|
1,010,901
|
|
|
14.59
|
|
|
1,009,793
|
|
|
12.29
|
|
|
834,375
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||
Range of exercise prices (CDN$)
|
|
Number
|
|
Weighted
average contractual life (years) |
|
Weighted
average exercise price |
|
Number
|
|
Weighted
average exercise price |
||||
|
|
|
|
|
|
CDN$
|
|
|
|
CDN$
|
||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||
$12.04 to $12.55
|
|
397,500
|
|
|
3.13
|
|
12.30
|
|
|
397,500
|
|
|
12.30
|
|
$17.54
|
|
370,483
|
|
|
6.62
|
|
17.54
|
|
|
—
|
|
|
—
|
|
$21.76
|
|
242,918
|
|
|
5.61
|
|
21.76
|
|
|
80,973
|
|
|
21.76
|
|
|
|
1,010,901
|
|
|
5.01
|
|
16.49
|
|
|
478,473
|
|
|
13.90
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||
Range of exercise prices (CDN$)
|
|
Number
|
|
Weighted
average contractual life (years) |
|
Weighted
average exercise price |
|
Number
|
|
Weighted
average exercise price |
||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||
$12.04 to $12.14
|
|
386,250
|
|
|
2.18
|
|
12.05
|
|
|
386,250
|
|
|
12.05
|
|
$12.55 to $14.34
|
|
380,625
|
|
|
2.88
|
|
12.59
|
|
|
380,625
|
|
|
12.59
|
|
$21.76
|
|
242,918
|
|
|
6.61
|
|
21.76
|
|
|
—
|
|
|
—
|
|
|
|
1,009,793
|
|
|
3.51
|
|
14.59
|
|
|
766,875
|
|
|
12.32
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||
$12.04 to $12.14
|
|
453,750
|
|
|
2.92
|
|
12.05
|
|
|
443,125
|
|
|
12.05
|
|
$12.55 to $14.34
|
|
380,625
|
|
|
3.88
|
|
12.58
|
|
|
278,125
|
|
|
12.60
|
|
|
|
834,375
|
|
|
3.36
|
|
12.29
|
|
|
721,250
|
|
|
12.26
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Expected life
|
4.9 years
|
|
|
4.8 years
|
|
Expected volatility(1)
|
29.79
|
%
|
|
32.09
|
%
|
Risk-free interest rate
|
1.44
|
%
|
|
2.05
|
%
|
Expected dividends
|
4.27
|
%
|
|
3.30
|
%
|
Stock price at grant date
|
CDN$ 17.54
|
|
CDN$ 21.76
|
||
Exercise price of awards
|
CDN$ 17.54
|
|
CDN$ 21.76
|
||
Foreign exchange rate USD to CDN
|
1.3380
|
|
|
1.2809
|
|
(1)
|
Expected volatility was calculated by applying a weighted average of the daily closing price on the TSX for a term commensurate with the expected life of the grant.
|
|
2019
|
|
2018
|
||||
RSUs granted
|
120,197
|
|
|
113,047
|
|
||
Weighted average fair value per RSU granted
|
$
|
13.74
|
|
|
$
|
16.29
|
|
RSUs forfeited
|
(7,412
|
)
|
|
(1,228
|
)
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
RSUs outstanding
|
224,604
|
|
|
111,819
|
|
||
Weighted average fair value per RSU outstanding
|
$
|
12.67
|
|
|
$
|
12.18
|
|
TSR Ranking Relative to the Peer Group
|
|
Percent of Target Shares Vested
|
|
Less than the 25th percentile
|
|
0
|
%
|
25th percentile
|
|
50
|
%
|
50th percentile
|
|
100
|
%
|
75th percentile or above
|
|
150
|
%
|
•
|
50% based on the Company's TSR ranking relative to the Peer Group over the measurement period as set out in the table below; and
|
•
|
50% based on the Company's average return on invested capital over the measurement period as compared to internally developed thresholds (the “ROIC Performance”) as set out in the table below.
|
|
2019
|
|
2018
|
|
2017
|
||||||
PSUs granted
|
291,905
|
|
|
284,571
|
|
|
358,386
|
|
|||
Weighted average fair value per PSU granted
|
$
|
14.28
|
|
|
$
|
17.84
|
|
|
$
|
16.15
|
|
PSUs forfeited/cancelled
|
(23,739
|
)
|
|
(16,053
|
)
|
|
(7,952
|
)
|
|||
PSUs added/(cancelled) by performance factor (1)
|
(401,319
|
)
|
|
(2,125
|
)
|
|
69,600
|
|
|||
PSUs settled
|
—
|
|
|
(335,465
|
)
|
|
(208,800
|
)
|
|||
Weighted average fair value per PSU settled
|
$
|
—
|
|
|
$
|
15.87
|
|
|
$
|
18.49
|
|
Cash payment on settlement
|
$
|
—
|
|
|
$
|
5,863
|
|
|
$
|
4,174
|
|
(1)
|
The table below provides further information regarding the PSUs settled included in the table above. The number of PSUs settled reflects the performance adjustments to the Target Shares:
|
Grant Date
|
|
Date Settled
|
|
Target Shares
|
|
Performance
|
|
PSUs settled
|
|||
June 11, 2014
|
|
June 22, 2017
|
|
139,200
|
|
|
150
|
%
|
|
208,800
|
|
March 14, 2015
|
|
March 21, 2018
|
|
217,860
|
|
|
100
|
%
|
|
217,860
|
|
May 14, 2015
|
|
May 22, 2018
|
|
115,480
|
|
|
100
|
%
|
|
115,480
|
|
May 20, 2015
|
|
May 28, 2018
|
|
4,250
|
|
|
50
|
%
|
|
2,125
|
|
March 21, 2016
|
|
March 21, 2019
|
|
371,158
|
|
|
—
|
%
|
|
—
|
|
December 20, 2016
|
|
December 20, 2019
|
|
30,161
|
|
|
—
|
%
|
|
—
|
|
|
2019
|
|
2018
|
||
Expected life
|
3 years
|
|
|
3 years
|
|
Expected volatility (1)
|
25
|
%
|
|
30
|
%
|
US risk-free interest rate
|
2.36
|
%
|
|
2.43
|
%
|
Canadian risk-free rate
|
1.60
|
%
|
|
1.96
|
%
|
Expected dividends (2)
|
CDN$ 0.00
|
|
CDN$ 0.00
|
||
Performance period starting price (3)
|
CDN$ 16.36
|
|
CDN$ 21.13
|
||
Stock price as of estimation date
|
CDN$ 18.06
|
|
CDN$ 20.59
|
|
2017
|
|
Expected life
|
3 years
|
|
Expected volatility (1)
|
34
|
%
|
US risk-free interest rate
|
1.57
|
%
|
Expected dividends (2)
|
CDN$ 0.00
|
|
Performance period starting price (3)
|
CDN$ 22.26
|
|
Stock price as of estimation date
|
CDN$ 21.94
|
(1)
|
Expected volatility was calculated based on the daily dividend adjusted closing price change on the TSX for a term commensurate with the expected life of the grant.
|
(2)
|
A participant will receive a cash payment from the Company upon PSU settlement that is equivalent to the number of settled PSUs multiplied by the amount of cash dividends per share declared by the Company between the date of grant and the settlement date. As such, there is no impact from expected future dividends in the Monte Carlo simulation model.
|
(3)
|
The performance period starting price is measured as the VWAP for the common shares of the Company on the TSX on the grant dates.
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
PSUs outstanding
|
901,086
|
|
|
1,034,239
|
|
||
Weighted average fair value per PSU outstanding
|
$
|
8.09
|
|
|
$
|
9.49
|
|
Grant Date
|
Performance
|
|
March 20, 2017
|
—
|
%
|
March 21, 2018
|
107.2
|
%
|
March 21, 2019
|
63.5
|
%
|
|
2019
|
|
2018
|
|
2017
|
||||||
DSUs granted
|
72,434
|
|
|
69,234
|
|
|
48,179
|
|
|||
Weighted average fair value per DSU granted
|
$
|
13.83
|
|
|
$
|
14.75
|
|
|
$
|
17.79
|
|
DSUs settled
|
—
|
|
|
37,668
|
|
|
—
|
|
|||
Weighted average fair value per DSU settled
|
$
|
—
|
|
|
$
|
14.50
|
|
|
$
|
—
|
|
Cash payments on DSUs settled
|
$
|
—
|
|
|
$
|
546
|
|
|
$
|
—
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
DSUs outstanding
|
271,427
|
|
|
198,993
|
|
||
Weighted average fair value per DSU outstanding
|
$
|
12.67
|
|
|
$
|
12.18
|
|
|
2018
|
|
2017
|
||||
SARs exercised (1)
|
147,500
|
|
|
13,250
|
|
||
Cash payments on exercise
|
$
|
1,481
|
|
|
$
|
155
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Stock options
|
701
|
|
|
467
|
|
|
167
|
|
PSUs
|
(2,057
|
)
|
|
866
|
|
|
2,903
|
|
DSUs
|
914
|
|
|
230
|
|
|
512
|
|
RSUs
|
943
|
|
|
448
|
|
|
—
|
|
SARs
|
—
|
|
|
(97
|
)
|
|
(291
|
)
|
|
501
|
|
|
1,914
|
|
|
3,291
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
Share-based compensation liabilities, current
|
$
|
|
$
|
||
PSUs (1)
|
1,291
|
|
|
2,563
|
|
DSUs (2)
|
3,457
|
|
|
2,417
|
|
RSUs
|
200
|
|
|
86
|
|
|
4,948
|
|
|
5,066
|
|
|
|
|
|
||
Share-based compensation liabilities, non-current
|
|
|
|
||
PSUs (1)
|
3,055
|
|
|
3,764
|
|
RSUs
|
1,192
|
|
|
361
|
|
|
4,247
|
|
|
4,125
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Change in excess tax benefit on exercised share-based awards
|
(38
|
)
|
|
(7
|
)
|
|
(597
|
)
|
Change in excess tax benefit on outstanding share-based awards
|
21
|
|
|
(737
|
)
|
|
(3,135
|
)
|
Share-based compensation expense credited to capital on options exercised
|
(976
|
)
|
|
(179
|
)
|
|
(495
|
)
|
Share-based compensation expense
|
|
|
|
|
|
|||
Stock options
|
701
|
|
|
467
|
|
|
167
|
|
DSUs
|
—
|
|
|
—
|
|
|
(1,935
|
)
|
PSUs
|
—
|
|
|
—
|
|
|
(6,060
|
)
|
|
701
|
|
|
467
|
|
|
(7,828
|
)
|
Change in contributed surplus
|
(292
|
)
|
|
(456
|
)
|
|
(12,055
|
)
|
|
May 11, 2018
|
|
|
$
|
|
Current assets
|
|
|
Trade receivables (1)
|
1,296
|
|
Inventories
|
1,565
|
|
Parts and supplies
|
54
|
|
Other current assets
|
477
|
|
Property, plant and equipment
|
6,454
|
|
Intangible assets
|
1,223
|
|
|
11,069
|
|
Current liabilities
|
|
|
Accounts payable and accrued liabilities
|
763
|
|
Borrowings, current
|
728
|
|
Borrowings and lease liabilities, non-current
|
346
|
|
Pension, post-retirement and other long-term employee benefits
|
8
|
|
Deferred tax liabilities
|
1,866
|
|
|
3,711
|
|
Fair value of net identifiable assets acquired
|
7,358
|
|
(1)
|
The gross contractual amounts receivable were $1.3 million. As of December 31, 2018, the Company had collected substantially all of the outstanding trade receivables.
|
|
May 11, 2018
|
|
|
$
|
|
Fair value of increase to non-controlling interest
|
11,102
|
|
Effect of change in the Company's ownership interest in Capstone
|
2,299
|
|
Less: fair value of net identifiable assets acquired
|
7,358
|
|
Goodwill
|
6,043
|
|
(1)
|
Adjustments to arrive at net earnings include (i) the alignment of accounting policies to IFRS, (ii) the removal of acquisition costs incurred by Airtrax, (iii) the amortization of recorded intangible assets and other purchase accounting adjustments and (iv) the effect of income tax expense using the effective tax rate of the acquisition post-closing.
|
|
August 3, 2018
|
|
|
$
|
|
Consideration paid in cash
|
145,102
|
|
Less: cash balances acquired
|
140
|
|
|
144,962
|
|
|
August 3, 2018
|
|
|
$
|
|
Current assets
|
|
|
Cash
|
140
|
|
Trade receivables (1)
|
10,462
|
|
Inventories
|
11,402
|
|
Other current assets
|
855
|
|
Property, plant and equipment
|
21,946
|
|
Intangible assets
|
77,600
|
|
Other assets
|
522
|
|
|
122,927
|
|
Current liabilities
|
|
|
Accounts payable and accrued liabilities
|
19,331
|
|
Provisions, current
|
30
|
|
Borrowings, current
|
46
|
|
Borrowings and lease liabilities, non-current
|
154
|
|
Deferred tax liabilities
|
17,625
|
|
Provisions, non-current
|
1,544
|
|
Other liabilities
|
1,653
|
|
|
40,383
|
|
Fair value of net identifiable assets acquired
|
82,544
|
|
(1)
|
The gross contractual amounts receivable were $10.5 million. As of December 31, 2018, the Company had collected substantially all of the outstanding trade receivables.
|
|
August 3, 2018
|
|
|
$
|
|
Cash consideration transferred
|
145,102
|
|
Plus: Remaining non-controlling interest (1)
|
421
|
|
Less: fair value of net identifiable assets acquired
|
82,544
|
|
Goodwill
|
62,979
|
|
(1)
|
As part of the acquisition of Polyair, the Company indirectly obtained a controlling 50.1% interest in Polyair subsidiary GPCP Inc., which is engaged in selling anti-corrosive plastic and paper packaging film under the trade name VCI 2000. The subsidiary is incorporated in the US and is 49.9% owned by a non-controlling entity located in Israel. The initial recorded value of the non-controlling interest is measured using the calculated proportionate share of the subsidiary's identifiable net assets.
|
(1)
|
Adjustments to arrive at a net loss include (i) the alignment of accounting policies to IFRS, (ii) the removal of acquisition costs incurred by Polyair, (iii) the amortization of recorded intangible assets and other purchase accounting adjustments and (iv) the effect of income tax expense using the effective tax rate of the acquisition post-closing.
|
|
December 17, 2018
|
|
|
$
|
|
Consideration paid in cash
|
20,802
|
|
Less: cash balances acquired
|
1
|
|
|
20,801
|
|
|
December 17, 2018
|
|
|
$
|
|
Current assets
|
|
|
Cash
|
1
|
|
Trade receivables (1)
|
3,210
|
|
Inventories
|
5,977
|
|
Property, plant and equipment
|
9,982
|
|
Intangible assets
|
4,050
|
|
|
23,220
|
|
Current liabilities
|
|
|
Accounts payable and accrued liabilities
|
2,482
|
|
Provisions, current
|
50
|
|
|
2,532
|
|
Fair value of net identifiable assets acquired
|
20,688
|
|
(1)
|
The gross contractual amounts receivable were $3.3 million. As of December 31, 2019, the Company has collected substantially all of the remaining uncollected amounts.
|
|
December 17, 2018
|
|
|
$
|
|
Cash consideration transferred
|
20,802
|
|
Less: fair value of net identifiable assets acquired
|
20,688
|
|
Goodwill
|
114
|
|
(1)
|
Adjustments to arrive at a net loss include (i) the alignment of accounting policies to IFRS, (ii) the removal of acquisition costs incurred by Maiweave, (iii) the amortization of recorded intangible assets and other purchase accounting adjustments and (iv) the effect of income tax expense using the effective tax rate of the acquisition post-closing.
|
|
Pension Plans
|
|
Other plans
|
||||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
$
|
|
$
|
|
$
|
|
$
|
||||
Defined benefit obligations
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
80,696
|
|
|
86,462
|
|
|
2,780
|
|
|
3,152
|
|
Current service cost
|
1,036
|
|
|
1,193
|
|
|
60
|
|
|
44
|
|
Interest cost
|
3,228
|
|
|
3,031
|
|
|
106
|
|
|
106
|
|
Benefits paid
|
(5,476
|
)
|
|
(3,701
|
)
|
|
(70
|
)
|
|
(71
|
)
|
Actuarial (gains) losses from demographic assumptions
|
(542
|
)
|
|
(163
|
)
|
|
17
|
|
|
21
|
|
Actuarial losses (gains) from financial assumptions
|
10,924
|
|
|
(5,186
|
)
|
|
209
|
|
|
(210
|
)
|
Experience losses (gains)
|
692
|
|
|
266
|
|
|
(273
|
)
|
|
(113
|
)
|
Foreign exchange rate adjustment
|
590
|
|
|
(1,206
|
)
|
|
78
|
|
|
(149
|
)
|
Balance, end of year
|
91,148
|
|
|
80,696
|
|
|
2,907
|
|
|
2,780
|
|
Fair value of plan assets
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
68,578
|
|
|
60,316
|
|
|
—
|
|
|
—
|
|
Interest income
|
2,713
|
|
|
2,217
|
|
|
—
|
|
|
—
|
|
Return on plan assets (excluding amounts included in net interest expense)
|
11,789
|
|
|
(2,369
|
)
|
|
—
|
|
|
—
|
|
Contributions by the employer
|
1,261
|
|
|
13,805
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(5,476
|
)
|
|
(3,701
|
)
|
|
—
|
|
|
—
|
|
Administration expenses
|
(422
|
)
|
|
(611
|
)
|
|
—
|
|
|
—
|
|
Foreign exchange rate adjustment
|
560
|
|
|
(1,079
|
)
|
|
—
|
|
|
—
|
|
Balance, end of year
|
79,003
|
|
|
68,578
|
|
|
—
|
|
|
—
|
|
Funded status – deficit
|
12,145
|
|
|
12,118
|
|
|
2,907
|
|
|
2,780
|
|
|
December 31, 2019
|
|||||||
|
US
|
|
Canada
|
|
Total
|
|||
|
$
|
|
$
|
|
$
|
|||
Defined benefit obligations
|
75,571
|
|
|
18,484
|
|
|
94,055
|
|
Fair value of plan assets
|
(63,877
|
)
|
|
(15,126
|
)
|
|
(79,003
|
)
|
Deficit in plans
|
11,694
|
|
|
3,358
|
|
|
15,052
|
|
|
|
|
|
|
|
|||
|
December 31, 2018
|
|||||||
|
US
|
|
Canada
|
|
Total
|
|||
|
$
|
|
$
|
|
$
|
|||
Defined benefit obligations
|
68,411
|
|
|
15,065
|
|
|
83,476
|
|
Fair value of plan assets
|
(56,186
|
)
|
|
(12,392
|
)
|
|
(68,578
|
)
|
Deficit in plans
|
12,225
|
|
|
2,673
|
|
|
14,898
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Wholly unfunded
|
12,187
|
|
|
10,567
|
|
Wholly funded or partially funded
|
78,961
|
|
|
70,129
|
|
Total obligations
|
91,148
|
|
|
80,696
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Pension Plans
|
|
|
|
||
Present value of the defined benefit obligations
|
91,148
|
|
|
80,696
|
|
Fair value of the plan assets
|
79,003
|
|
|
68,578
|
|
Deficit in plans
|
12,145
|
|
|
12,118
|
|
Assets recognized in Other assets
|
1,966
|
|
|
—
|
|
Liabilities recognized
|
14,111
|
|
|
12,118
|
|
Pension benefits recognized in balance sheets
|
12,145
|
|
|
12,118
|
|
Other plans
|
|
|
|
||
Present value of the defined benefit obligations and deficit in the plans
|
2,907
|
|
|
2,780
|
|
Liabilities recognized
|
2,907
|
|
|
2,780
|
|
Total plans
|
|
|
|
||
Total assets recognized in Other assets
|
1,966
|
|
|
—
|
|
Total liabilities recognized
|
17,018
|
|
|
14,898
|
|
Total pension and other post-retirement benefits recognized in balance sheets
|
15,052
|
|
|
14,898
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Asset category
|
|
|
|
||
Cash
|
110
|
|
|
106
|
|
Equity instruments
|
13,753
|
|
|
10,682
|
|
Fixed income instruments
|
65,140
|
|
|
57,790
|
|
Total
|
79,003
|
|
|
68,578
|
|
|
Pension Plans
|
|
Other plans
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||
Current service cost
|
1,036
|
|
|
1,193
|
|
|
1,076
|
|
|
60
|
|
|
44
|
|
|
46
|
|
Administration expenses
|
422
|
|
|
611
|
|
|
507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net interest expense
|
515
|
|
|
814
|
|
|
1,071
|
|
|
106
|
|
|
106
|
|
|
111
|
|
Net costs recognized in the statement of consolidated earnings
|
1,973
|
|
|
2,618
|
|
|
2,654
|
|
|
166
|
|
|
150
|
|
|
157
|
|
|
Total Plans
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Current service cost
|
1,096
|
|
|
1,237
|
|
|
1,122
|
|
Administration expenses
|
422
|
|
|
611
|
|
|
507
|
|
Net interest expense
|
621
|
|
|
920
|
|
|
1,182
|
|
Net costs recognized in the statement of consolidated earnings
|
2,139
|
|
|
2,768
|
|
|
2,811
|
|
|
Pension Plans
|
|
Other plans
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||
Actuarial gains (losses) from demographic assumptions
|
542
|
|
|
163
|
|
|
1,052
|
|
|
(17
|
)
|
|
(21
|
)
|
|
565
|
|
Actuarial (losses) gains from financial assumptions
|
(10,924
|
)
|
|
5,186
|
|
|
(3,989
|
)
|
|
(209
|
)
|
|
210
|
|
|
(133
|
)
|
Experience (losses) gains
|
(692
|
)
|
|
(266
|
)
|
|
(2,077
|
)
|
|
273
|
|
|
113
|
|
|
(707
|
)
|
Return on plan assets (excluding amounts included in net interest expense)
|
11,789
|
|
|
(2,369
|
)
|
|
5,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total amounts recognized in OCI
|
715
|
|
|
2,714
|
|
|
577
|
|
|
47
|
|
|
302
|
|
|
(275
|
)
|
|
US plans
|
|
Canadian plans
|
||||||||
|
12/31/2019
|
|
12/31/2018
|
|
12/31/2019
|
|
12/31/2018
|
||||
Discount rate
|
|
|
|
|
|
|
|
||||
Pension plans (End of the Year) (1)
|
2.98
|
%
|
|
4.05
|
%
|
|
3.15
|
%
|
|
3.95
|
%
|
Pension plans (Current Service Cost) (2)
|
4.13
|
%
|
|
3.69
|
%
|
|
4.10
|
%
|
|
3.55
|
%
|
Other plans (End of the Year) (1)
|
2.60
|
%
|
|
3.71
|
%
|
|
3.15
|
%
|
|
3.95
|
%
|
Other plans (Current Service Cost) (2)
|
3.91
|
%
|
|
4.17
|
%
|
|
4.10
|
%
|
|
3.55
|
%
|
Life expectancy at age 65 (in years) (3)
|
|
|
|
|
|
|
|
||||
Current pensioner - Male
|
20
|
|
|
20
|
|
|
22
|
|
|
22
|
|
Current pensioner - Female
|
22
|
|
|
22
|
|
|
25
|
|
|
25
|
|
Current member aged 45 - Male
|
21
|
|
|
22
|
|
|
23
|
|
|
23
|
|
Current member aged 45 - Female
|
23
|
|
|
24
|
|
|
26
|
|
|
26
|
|
(1)
|
Represents the discount rate used to calculate the accrued benefit obligation at the end of the year and applied to other components such as interest cost in the following year.
|
(2)
|
Represents the discount rate used to calculate annual service cost.
|
(3)
|
Utilizes mortality tables issued by the Society of Actuaries and the Canadian Institute of Actuaries.
|
|
12/31/2019
|
|
12/31/2018
|
||
|
$
|
|
$
|
||
Discount rate
|
|
|
|
||
Increase of 1%
|
(11,157
|
)
|
|
(9,539
|
)
|
Decrease of 1%
|
13,812
|
|
|
11,729
|
|
Mortality rate
|
|
|
|
||
Life expectancy increased by one year
|
2,891
|
|
|
2,263
|
|
Life expectancy decreased by one year
|
(3,155
|
)
|
|
(2,392
|
)
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Property, plant and equipment
|
|
|
|
||
Canada
|
36,855
|
|
|
33,383
|
|
India
|
57,857
|
|
|
53,057
|
|
Portugal
|
23,880
|
|
|
19,175
|
|
United States
|
296,719
|
|
|
271,461
|
|
Total property, plant and equipment
|
415,311
|
|
|
377,076
|
|
Goodwill
|
|
|
|
||
Canada
|
12,032
|
|
|
11,520
|
|
India
|
27,606
|
|
|
28,155
|
|
United States
|
68,039
|
|
|
68,039
|
|
Total goodwill
|
107,677
|
|
|
107,714
|
|
Intangible assets
|
|
|
|
||
Canada
|
13,595
|
|
|
19,622
|
|
India
|
15,530
|
|
|
18,712
|
|
Portugal
|
1
|
|
|
18
|
|
United States
|
85,923
|
|
|
84,037
|
|
Total intangible assets
|
115,049
|
|
|
122,389
|
|
Other assets
|
|
|
|
||
Canada
|
205
|
|
|
539
|
|
India
|
22
|
|
|
71
|
|
Portugal
|
33
|
|
|
49
|
|
United States
|
10,258
|
|
|
8,927
|
|
Total other assets
|
10,518
|
|
|
9,586
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Revenue
|
|
|
|
|
|
|||
Tape
|
666,571
|
|
|
672,856
|
|
|
606,302
|
|
Film
|
184,398
|
|
|
184,743
|
|
|
165,597
|
|
Engineered coated products
|
162,955
|
|
|
126,973
|
|
|
115,538
|
|
Protective packaging
|
135,605
|
|
|
57,070
|
|
|
1,375
|
|
Other
|
8,990
|
|
|
11,377
|
|
|
9,314
|
|
|
1,158,519
|
|
|
1,053,019
|
|
|
898,126
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Short-term benefits including employee salaries and bonuses and director retainer and committee fees
|
5,541
|
|
|
4,591
|
|
|
4,099
|
|
Post-employment and other long-term benefits
|
317
|
|
|
289
|
|
|
295
|
|
Share-based compensation expense (1)
|
1,065
|
|
|
1,016
|
|
|
1,619
|
|
Total remuneration
|
6,923
|
|
|
5,896
|
|
|
6,013
|
|
(1)
|
The table above does not include amounts recognized in deficit for share-based compensation arising as a result of the amendments to the DSU and PSU plans.
|
|
Amortized cost
|
|
Fair value
through
earnings
|
|
Derivatives used
for hedging (fair
value through OCI)
|
|||
|
$
|
|
$
|
|
$
|
|||
December 31, 2019
|
|
|
|
|
|
|||
Financial assets
|
|
|
|
|
|
|||
Cash
|
7,047
|
|
|
—
|
|
|
—
|
|
Trade receivables
|
133,177
|
|
|
—
|
|
|
—
|
|
Supplier rebates and other receivables
|
3,584
|
|
|
—
|
|
|
—
|
|
Total financial assets
|
143,808
|
|
|
—
|
|
|
—
|
|
Financial liabilities
|
|
|
|
|
|
|||
Accounts payable and accrued liabilities (1)
|
115,501
|
|
|
—
|
|
|
—
|
|
Interest rate swap agreements - hedge accounting applied
|
—
|
|
|
—
|
|
|
1,339
|
|
Borrowings (2)
|
464,054
|
|
|
—
|
|
|
—
|
|
Non-controlling interest put options
|
—
|
|
|
13,634
|
|
|
—
|
|
Total financial liabilities
|
579,555
|
|
|
13,634
|
|
|
1,339
|
|
|
|
|
|
|
|
|||
December 31, 2018
|
|
|
|
|
|
|||
Financial assets
|
|
|
|
|
|
|||
Cash
|
18,651
|
|
|
—
|
|
|
—
|
|
Trade receivables
|
129,285
|
|
|
—
|
|
|
—
|
|
Supplier rebates and other receivables
|
4,823
|
|
|
—
|
|
|
—
|
|
Interest rate swap agreements - hedge accounting applied
|
—
|
|
|
—
|
|
|
2,266
|
|
Interest rate swap agreements - not used for hedge accounting
|
—
|
|
|
339
|
|
|
—
|
|
Total financial assets
|
152,759
|
|
|
339
|
|
|
2,266
|
|
Financial liabilities
|
|
|
|
|
|
|||
Accounts payable and accrued liabilities (1)
|
133,275
|
|
|
—
|
|
|
—
|
|
Borrowings (3)
|
494,273
|
|
|
—
|
|
|
—
|
|
Non-controlling interest put options
|
—
|
|
|
10,499
|
|
|
—
|
|
Amounts due to former shareholders of Polyair (4)
|
1,653
|
|
|
—
|
|
|
—
|
|
Total financial liabilities
|
629,201
|
|
|
10,499
|
|
|
—
|
|
(1)
|
Excludes employee benefits and taxes payable
|
(2)
|
Excludes lease liabilities under IFRS 16
|
(3)
|
Excludes finance lease liabilities under IAS 17
|
(4)
|
Refer to Note 19 for additional information on the purchase of Polyair and the amounts due to its former shareholders.
|
|
2019
|
|
2018
|
|
2017
|
|||
|
$
|
|
$
|
|
$
|
|||
Interest expense calculated using the effective interest rate method
|
31,040
|
|
|
19,020
|
|
|
8,186
|
|
•
|
cash
|
•
|
trade receivables
|
•
|
supplier rebates and other receivables
|
•
|
accounts payable and accrued liabilities (excluding employee benefits)
|
•
|
amounts due to former shareholders of Polyair
|
|
Non-controlling interest put options
|
|
|
$
|
|
Balance as of December 31, 2017
|
—
|
|
Non-controlling interest put options resulting from the Airtrax Acquisition
|
10,888
|
|
Foreign exchange
|
(389
|
)
|
Balance as of December 31, 2018
|
10,499
|
|
Foreign exchange
|
(204
|
)
|
Valuation adjustment made to non-controlling interest put options
|
3,339
|
|
Balance as of December 31, 2019
|
13,634
|
|
|
2019
|
|
2018
|
||
|
USD$
|
|
USD$
|
||
Canadian dollar
|
482
|
|
|
(4,719
|
)
|
Euro
|
(110
|
)
|
|
(64
|
)
|
Indian Rupee
|
(1,089
|
)
|
|
(881
|
)
|
|
(717
|
)
|
|
(5,664
|
)
|
•
|
monitors the Company's exposures and cash flows, taking into account the large extent of naturally offsetting exposures,
|
•
|
considers the Company's ability to adjust its selling prices due to foreign currency movements and other market conditions, and
|
•
|
considers borrowing under available debt facilities in the most advantageous manner, after considering interest rates, foreign currency exposures, expected cash flows and other factors.
|
|
2019
|
|
2018
|
||
|
$
|
|
$
|
||
Gain/(loss) from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness
|
11,214
|
|
|
(10,926
|
)
|
Gain/(loss) from Senior Unsecured Notes recognized in OCI
|
10,280
|
|
|
(9,421
|
)
|
Gain/(loss) from hedge ineffectiveness recognized in earnings in finance costs (income) in other expense (income), net
|
911
|
|
|
(1,527
|
)
|
Foreign exchange gains recognized in CTA in the statement of changes in equity
|
23
|
|
|
22
|
|
Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI
|
(45
|
)
|
|
—
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Notional Amount
|
250,000
|
|
|
250,000
|
|
Carrying Amount
|
245,681
|
|
|
245,252
|
|
|
2019
|
|
2018
|
||
|
$
|
|
$
|
||
(Loss)/gain from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness
|
(10,280
|
)
|
|
9,421
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Cumulative gain (loss) included in foreign currency translation reserve in OCI
|
859
|
|
|
(9,421
|
)
|
|
Effective Date
|
|
Maturity
|
|
Notional amount
|
|
Settlement
|
|
Fixed interest
rate paid
|
|
Qualifying cash flow hedges:
|
|
|
|
|
$
|
|
|
|
%
|
|
|
June 8, 2017
|
|
June 20, 2022
|
|
40,000
|
|
|
Monthly
|
|
1.79
|
|
August 20, 2018
|
|
August 18, 2023
|
|
60,000
|
|
|
Monthly
|
|
2.045
|
(1)
|
On December 12, 2019, the interest rate swap was terminated ahead of its maturity date of July 18, 2022 and was settled in full.
|
(2)
|
On November 18, 2019, the interest rate swap agreement matured and was settled in full.
|
|
2019
|
|
2018
|
||
|
$
|
|
$
|
||
(Loss)/gain from change in fair value of the interest rate swap agreements designated as hedging instruments recognized in OCI (1)
|
(3,416
|
)
|
|
970
|
|
Deferred tax benefit on change in fair value of the interest rate swap agreements designated as hedging instruments recognized in OCI
|
359
|
|
|
463
|
|
Amounts reclassified from cash flow hedging reserve to earnings (2)
|
(503
|
)
|
|
(531
|
)
|
(1)
|
The hedging (loss)/gain recognized in OCI before tax is equal to the change in fair value used for measuring effectiveness. There is no ineffectiveness recognized in earnings.
|
(2)
|
Reclassification of unrealized gains from OCI as a result of discontinuation of hedge accounting for certain interest rate swap agreements.
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Carrying amount included in other liabilities
|
1,339
|
|
|
—
|
|
Carrying amount included in other assets
|
—
|
|
|
2,266
|
|
Cumulative (loss)/gain in cash flow hedge reserve, included in OCI, for continuing hedges
|
(1,070
|
)
|
|
2,177
|
|
Cumulative gain remaining in cash flow hedge reserve, included in OCI, from hedging relationship for which hedge accounting no longer applies
|
—
|
|
|
313
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||
|
$
|
|
$
|
||
Current
|
115,853
|
|
|
105,556
|
|
Past due accounts not impaired
|
|
|
|
||
1 – 30 days past due
|
13,602
|
|
|
17,985
|
|
31 – 60 days past due
|
1,604
|
|
|
2,983
|
|
61 – 90 days past due
|
956
|
|
|
1,658
|
|
Over 90 days past due
|
1,162
|
|
|
1,103
|
|
|
17,324
|
|
|
23,729
|
|
Allowance for expected credit loss
|
909
|
|
|
659
|
|
Gross accounts receivable
|
134,086
|
|
|
129,944
|
|
|
2019
|
|
2018
|
||
|
$
|
|
$
|
||
Balance, beginning of year
|
659
|
|
|
641
|
|
Additions
|
357
|
|
|
296
|
|
Recoveries
|
—
|
|
|
(38
|
)
|
Write-offs
|
(104
|
)
|
|
(226
|
)
|
Foreign exchange
|
(3
|
)
|
|
(14
|
)
|
Balance, end of year
|
909
|
|
|
659
|
|
|
Non-controlling
interest put options |
|
Borrowings (1) |
|
Interest on borrowings (1)
|
|
Lease liabilities under IFRS 16 |
|
Interest on Lease liabilities under IFRS 16 |
|
Accounts payable
and accrued liabilities (2) |
|
Total
|
|||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current maturity
|
—
|
|
|
20,235
|
|
|
25,861
|
|
|
6,084
|
|
|
2,586
|
|
|
115,501
|
|
|
170,267
|
|
2021
|
—
|
|
|
16,399
|
|
|
25,295
|
|
|
6,057
|
|
|
2,218
|
|
|
—
|
|
|
49,969
|
|
2022
|
—
|
|
|
18,050
|
|
|
24,770
|
|
|
8,271
|
|
|
1,793
|
|
|
—
|
|
|
52,884
|
|
2023
|
—
|
|
|
164,236
|
|
|
20,660
|
|
|
5,885
|
|
|
1,384
|
|
|
—
|
|
|
192,165
|
|
2024
|
—
|
|
|
550
|
|
|
17,792
|
|
|
4,082
|
|
|
1,044
|
|
|
—
|
|
|
23,468
|
|
2025 and thereafter
|
13,634
|
|
|
250,825
|
|
|
31,014
|
|
|
14,377
|
|
|
3,555
|
|
|
—
|
|
|
313,405
|
|
|
13,634
|
|
|
470,295
|
|
|
145,392
|
|
|
44,756
|
|
|
12,580
|
|
|
115,501
|
|
|
802,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Non-controlling
interest put options |
|
Borrowings (3)
|
|
Interest on Borrowings (3)
|
|
Finance
lease liabilities under IAS 17 |
|
Interest on Finance
lease liabilities under IAS 17 |
|
Accounts payable
and accrued liabilities (2) |
|
Total
|
|||||||
|
$
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
$
|
|||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current maturity
|
—
|
|
|
12,948
|
|
|
29,548
|
|
|
1,440
|
|
|
187
|
|
|
133,275
|
|
|
177,398
|
|
2020
|
—
|
|
|
13,631
|
|
|
29,360
|
|
|
686
|
|
|
153
|
|
|
—
|
|
|
43,830
|
|
2021
|
—
|
|
|
17,006
|
|
|
28,599
|
|
|
558
|
|
|
130
|
|
|
—
|
|
|
46,293
|
|
2022
|
—
|
|
|
18,780
|
|
|
28,005
|
|
|
2,861
|
|
|
53
|
|
|
—
|
|
|
49,699
|
|
2023
|
—
|
|
|
188,223
|
|
|
22,003
|
|
|
133
|
|
|
3
|
|
|
—
|
|
|
210,362
|
|
2024 and thereafter
|
10,499
|
|
|
250,826
|
|
|
48,806
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
310,165
|
|
|
10,499
|
|
|
501,414
|
|
|
186,321
|
|
|
5,712
|
|
|
526
|
|
|
133,275
|
|
|
837,747
|
|
(1)
|
Excludes lease liabilities under IFRS 16
|
(2)
|
Excludes employee benefits and taxes payable
|
(3)
|
Excludes finance lease liabilities under IAS 17
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
$
|
|
$
|
||
Cash
|
7,047
|
|
|
18,651
|
|
Borrowings and lease liabilities
|
508,810
|
|
|
499,985
|
|
Total equity
|
272,228
|
|
|
261,428
|
|
•
|
enhance the likelihood of continuity and stability in the composition of our Board of Directors;
|
•
|
discourage some types of transactions that may involve an actual or threatened change in control of the Company;
|
•
|
discourage certain tactics that may be used in proxy fights;
|
•
|
ensure that our Board of Directors will have sufficient time to act in what it believes to be in the best interests of the Company and our shareholders; and
|
•
|
encourage persons seeking to acquire control of us to consult first with our Board of Directors to negotiate the terms of any proposed business combination or offer.
|
1.
|
Definitions
|
2.
|
Purpose of the Plan
|
3.
|
Administration
|
3.1
|
The Plan is under the direction of the Board. The Committee shall make recommendations to the Board in relation to the Plan and DSU awards. The Board, in its sole discretion, shall have full and complete authority to administer and interpret the Plan and to prescribe such rules and regulations and make such other determinations as it deems necessary or useful for the administration of the Plan. All decisions and interpretations of the Board shall be binding on all persons, including the Corporation and Participants.
|
3.2
|
Neither any member of the Board or the Committee nor any delegate thereof shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee and any delegate thereof shall be entitled in all cases to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Corporation’s articles or by-laws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Corporation.
|
4.
|
Participation in the Plan
|
4.1
|
The Board, upon the recommendation of the Committee, may in its sole discretion grant a whole number of DSUs to one or more Participants from time-to-time. The dollar value of Annual DSU grants, if any, shall be approved on the date of the Board’s regularly scheduled meeting immediately preceding the Corporation’s annual general meeting. The number of DSUs shall be calculated using the VWAP of the Shares on the TSX for the five (5) consecutive trading days immediately preceding the Corporation’s annual general meeting (rounded up to the nearest whole DSU) and the DSUs shall be awarded immediately following the Corporation’s annual general meeting. Non-annual DSU grants, if any, may be made from time to time at the discretion of the Board in accordance with relevant policies of the Corporation and in compliance with the Corporation’s Insider Trading Policy.
|
4.2
|
In addition, each Participant may elect to receive in lieu of cash either fifty percent (50%) or one hundred percent (100%) of such Participant’s Board Retainer in the form of DSUs.
|
4.3
|
Each Participant who elects to participate in the Plan pursuant to paragraph 4.2 for a given calendar year must deliver to the Chief Financial Officer or General Counsel of the Corporation (the “Designated Officer”) a written notice to that effect (an “Election Notice”) prior to December 31 of the previous calendar year. Each Participant who is a newly-elected or appointed director and who elects to participate in the Plan pursuant to paragraph 4.2 for the then- current calendar year must deliver to the Designated Officer an Election Notice prior to or within fifteen (15) days of his
|
4.4
|
The Election Notice shall be deemed to apply to all subsequent calendar years until such time as the Participant shall send to the Designated Officer an Election Notice containing different instructions or a Termination Notice (in which case the new Election Notice or Termination Notice, as applicable, shall apply to the calendar year following the calendar year during which it was delivered to the Designated Officer).
|
4.5
|
If no Election Notice is received in accordance with paragraph 4.3, and no prior Election Notice is deemed to apply in accordance with paragraph 4.4, the Participant shall be deemed to have elected not to participate in the Plan and such Participant’s Board Retainer shall be paid in cash.
|
4.6
|
Each Participant is entitled to terminate his or her participation in the Plan for a given calendar year by delivering a written notice to that effect (a “Termination Notice”) to the Designated Officer prior to December 31 of the previous calendar year.
|
5
|
DSU Awards
|
5.1
|
In addition to DSUs granted at the sole discretion of the Board pursuant to paragraph 4.1, each Participant shall receive:
|
5.2
|
DSUs awarded to Participants shall be credited in the registers maintained by the Corporation, but will not be represented by any certificate or other document.
|
5.3
|
If hereafter dividends are paid on the Shares, a Participant shall be entitled to “dividend equivalents” on each outstanding DSU held by the Participant that has not yet been settled pursuant to paragraph 6 below on the applicable dividend record date (“Outstanding DSUs”). A “dividend equivalent” is a dollar amount (which shall be credited in additional DSUs in accordance with the next sentence) equal to the cash dividends that the Participant would have been entitled to receive if the Participant had been the owner on the dividend record date of that number of Shares equal to the number of Outstanding DSUs. Dividend equivalents will be credited in additional DSUs (determined by dividing the dividend equivalent dollar amount by the Fair Market Value of a Share on the dividend payment date), rounded up to the nearest whole DSU), which will be paid out in cash at the same time and under the same methodology as the underlying DSUs on which the dividend equivalents were credited, as set forth in paragraph 6.
|
6
|
Settlement of DSUs
|
6.1
|
A Participant who ceases to be a director of the Corporation (and who does not otherwise become employed by the Corporation), or in the case of a U.S. taxpayer incurs a Separation from Service,
|
6.2
|
The Corporation shall settle the DSUs by delivering to the Participant (or, if deceased or incapacitated, such Participant’s duly appointed legal representatives) an amount in cash equal to the product that results by multiplying: (a) the number of settled DSUs, by (b) the Fair Market Value of a Share on the business day immediately preceding the day of payment to the Participant.
|
6.3
|
In the event that Fair Market Value under Section 6.2 cannot be calculated in an open trading period under the Corporation’s Insider Trading Policy prior to the Expiry Date, the DSUs shall be settled no later than the Expiry Date based on the VWAP of the Shares on the TSX for the five (5) consecutive trading days immediately preceding the Expiry Date.
|
7.
|
Withholdings
|
7.1
|
The Corporation may withhold, or cause to be withheld, and deduct, or cause to be deducted, from any amount payable to a Participant, such amount that the Corporation is entitled or required to withhold or deduct on account of income taxes, social security charges or any other amount or deductions that may be required by any applicable law or by any Canadian, U.S., foreign, federal, provincial, territorial, state or local governmental authority in respect of the grant, earning, vesting, surrender, disposition or settlement of a DSU or any interest therein (the “Withholding Amount”). Any Withholding Amount retained or received from the Participant or realized by the Corporation will be remitted to the appropriate governmental authority by the Corporation. Any determination by the Corporation pursuant to this paragraph 7.1 with respect to a Withholding Amount shall be final and binding on the Participant.
|
7.2
|
The Participant acknowledges and agrees that the Corporation shall have the right to require payment by the Participant of the Withholding Amount, and may take any means necessary to obtain payment from the Participant thereof, including:
|
(a)
|
permitting the Participant to pay to the Corporation the Withholding Amount; and
|
(b)
|
withholding the necessary amount from the Participant’s settlement of the DSUs in a manner determined by the Corporation in its discretion, from other cash remuneration payments, or from any other amounts owing by the Corporation to the Participant.
|
7.3
|
If the Corporation does not withhold an amount or require payment of an amount by a Participant sufficient to satisfy all obligations referred to in paragraph 7.1, the Participant shall forthwith make reimbursement to the Corporation, on demand, in cash, of any amount paid by the Corporation to a governmental authority to satisfy any such obligation.
|
8.
|
Non-assignable
|
9.
|
Effects of Alteration of Share Capital
|
10.
|
Amendment and Termination
|
11.
|
Final Provisions
|
11.1
|
The Plan does not provide for any guarantee in respect of any loss or profit which may result from fluctuations in the market price of the Shares.
|
11.2
|
Notwithstanding any other provision of the Plan, no amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no DSUs will be granted to such Participant to compensate for a reduction in the value of the Shares, nor will any other form of benefit be conferred upon, or in respect, of the Participant for such purpose.
|
11.3
|
The Corporation shall assume no responsibility as regards the tax consequences that participation in the Plan may have for a Participant, and Participants are urged to consult their own tax advisors in such regard.
|
11.4
|
The Plan and any DSU granted under the terms of the Plan shall be governed and interpreted according to the laws of the province of Québec and the federal laws of Canada applicable thereto.
|
11.5
|
Each Participant agrees with the Corporation that this Plan and all agreements, notices, declarations and documents accessory to the Plan be drafted in English only. Chaque participant consent avec la société à ce que ce Plan ainsi que toutes conventions, avis, déclarations et documents afférents au Plan soient rédigés en anglais seulement.
|
11.6
|
The Plan was adopted by the Board on April 22, 2014, amended and restated as of February 17, 2017, and again amended and restated on September 10, 2018.
|
1.
|
Definitions
|
2.
|
Purpose of the Plan
|
3.
|
Administration
|
3.1
|
The Plan is under the direction of the Board. The Committee shall make recommendations to the Board in relation to the Plan and PSU and RSU awards. The Board, in its sole discretion, shall have full and complete authority to administer and interpret the Plan and to prescribe such rules and regulations and make such other determinations as it deems necessary or useful for the administration of the Plan, including the power and authority:
|
3.3.1
|
to approve the Employees to whom PSUs and/or RSUs may be granted from time to time;
|
3.3.2
|
to determine the time or times of grant and the time or times of vesting of PSUs and RSUs granted to Participants;
|
3.3.3
|
to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any PSU or RSU, which terms and conditions may differ among individual PSU and RSU grants and Participants, and to approve forms of Grant Letters under the Plan;
|
3.3.4
|
to determine the level of attainment of the performance objective(s) which must be attained for PSUs to be eligible to vest, and to modify or waive such objective(s) in whole or in part;
|
3.3.5
|
to accelerate the vesting or settlement of any PSU or RSU in connection with a separation agreement with a terminating Participant; and
|
3.3.6
|
to make all determinations it deems advisable for the administration of the Plan, to decide all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan.
|
3.2
|
Neither any member of the Board or the Committee nor any delegate thereof shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee and any delegate thereof shall be entitled in all cases to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Corporation’s articles or by-laws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Corporation.
|
3.3
|
Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other jurisdictions in which the Corporation and its Subsidiaries operate or have Employees, the Board, in its sole discretion, shall have the power and authority to:
|
3.3.1
|
determine which Subsidiaries shall be covered by the Plan;
|
3.3.2
|
modify the terms and conditions of any PSU or RSU granted to Participants outside of Canada or the United States to comply with applicable foreign laws;
|
3.3.3
|
establish sub-plans and modify settlement procedures and other terms and procedures, to the extent the Board determines such actions to be necessary or advisable (which sub-plans and/or modifications shall be attached to this Plan as addendums); and
|
3.3.4
|
take any action before or after a PSU or RSU grant is made that the Board determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.
|
4.
|
Grant of PSUs and RSUs
|
4.1
|
The Board, in its sole discretion, may from time to time approve the grant of PSUs and/or RSUs to one or more Employees in respect of future services, the number of PSUs or RSUs to be granted and the terms and conditions of such PSUs and RSUs.
|
4.2
|
Each grant of PSUs shall be evidenced by a Grant Letter from the Corporation addressed to the Participant setting out the date of grant, the number of PSUs granted, the performance objective(s) which must be attained in order for PSUs to be eligible to vest, any applicable reduction or increase in the number of PSUs depending on the level of attainment of the relevant performance objective(s), the vesting conditions, and any other terms and conditions applicable to such PSUs.
|
4.3
|
Each grant of RSUs shall be evidenced by a Grant Letter from the Corporation addressed to the Participant setting out the date of grant, the number of RSUs granted, the vesting conditions, and any other terms and conditions applicable to such RSUs.
|
5.
|
Vesting
|
5.1
|
The level of attainment of the performance objective(s) and the resulting number of PSUs eligible to vest shall be determined by the Board from time to time. The vesting of PSUs and RSUs shall be determined by the Board from time to time. The Vesting Date for PSUs and RSUs shall be set forth in the Grant Letter, but shall reflect a one-year minimum vesting requirement measured from the date of grant (subject to acceleration (i) as set forth in paragraph 3.1.5, paragraph 5.3 or paragraph 9 or (ii) in the event of Participant’s termination other than for cause or for good reason, as set forth in an agreement or plan covering Participant). Upon such determination by the Board, the Corporation shall deliver to the Participant a letter (the “Vesting Letter”) confirming the number of PSUs and/or RSUs that have vested. Any PSUs and/or RSUs that fail to vest in accordance with this Plan or a Grant Letter or PSUs or RSUs to which a Participant is no longer entitled under the terms of this Plan or a Grant Letter shall expire automatically and with no further formality or notice and the Participant shall not have any rights or entitlements whatsoever in respect of any such PSUs and RSUs.
|
5.2
|
Subject to paragraph 5.3, once a PSU and/or RSU has vested in accordance with the Grant Letter, the Vesting Letter and the Plan, it shall be settled in accordance with paragraph 6.
|
5.3
|
Notwithstanding any provision of the Plan or Grant Letter to the contrary:
|
5.3.1
|
if a Participant ceases to be an Employee by reason of death or Disability, all unvested PSUs and RSUs held by the Participant as of the Participant’s Last Working Day shall automatically vest (with deemed attainment of 100% of the relevant performance objective(s) in the case of PSUs) and the Board shall forthwith send the Participant a Vesting Letter in accordance with paragraph 5.1;
|
5.3.2
|
if a Participant ceases to be an Employee by reason of retirement at age 59 and ½ or older and has completed at least five (5) years of employment service with the Corporation or one of its subsidiaries, all unvested PSUs and RSUs which the Participant has held for at least one year as of the Participant’s Last Working Day shall automatically vest, subject to the achievement of the applicable performance conditions in the case of PSUs, and the Board shall send the Participant a Vesting Letter in respect of such PSUs and/or RSUs in accordance with paragraph 5.1 at the same time active employees are sent their Vesting Letters;
|
5.3.3
|
if, prior to the Vesting Date, a Participant ceases to be an Employee for any other reason, including, without limitation, retirement (other than as noted in paragraph 5.3.2), resignation, voluntarily departure, termination for cause or termination other than for cause (other than as noted in paragraph 9.2), all unvested PSUs and RSUs held by the Participant as of the Participant’s Last Working Day shall be cancelled and be of no further force or effect whatsoever.
|
6.
|
Settlement of PSUs and RSUs
|
6.1
|
Except as explicitly set forth in a Grant Letter, PSUs and RSU (and any associated cash dividend equivalent payments) shall, to the extent they have vested, be settled and paid upon the earliest to occur of:
|
6.2
|
Any PSUs or RSUs that vest pursuant to clause (ii) of paragraph 9.1 of the Plan (and any associated cash dividend equivalent payments), shall be settled within thirty (30) days after the Change in Control; provided, however, that for U.S. Participants, they shall instead be settled in accordance with the earliest to occur of the applicable time/events set forth in paragraphs 6.1(i), (ii), (iii) and (v) to the extent required to avoid the imposition of taxes under Section 409A.
|
6.3
|
The Corporation shall settle the PSUs and RSUs, as applicable, by delivering to the Participant or to any other person designated in a written direction from the Participant to the Corporation (or, if the Participant is deceased, such Participant’s legal representatives) an amount in cash equal to the product that results by multiplying: (a) the number of vested PSUs or RSUs, as applicable by (b) the Fair Market Value of a Share on the business day indicated in the Grant Letter, subject to paragraph 7.
|
7.
|
Withholdings
|
7.1
|
The Participant acknowledges and agrees that the Corporation or any Subsidiary shall have the right to require payment by the Participant of the Withholding Amount, and may take any means necessary to obtain payment from the Participant thereof, including:
|
7.1.1
|
permitting the Participant to pay to the Corporation the Withholding Amount; and
|
7.1.2
|
withholding the necessary amount from the Participant’s settlement of the PSUs and RSUs in a manner determined by the Corporation in its discretion, from other cash remuneration payments, or from any other amounts owing by the Corporation to the Participant.
|
7.2
|
If the Corporation or any Subsidiary does not withhold an amount or require payment of an amount by a Participant sufficient to satisfy all obligations referred to in paragraph 7.1, the Participant shall
|
8.
|
Non-assignable
|
9.
|
Change of Control
|
9.1
|
In the event of a Change of Control, all vested PSUs and RSUs shall be settled in accordance with paragraph 6.1. In the event of a Change of Control, the Plan and all unvested PSUs and RSUs shall (i) either be assumed or continued by the successor entity or shall be replaced by or substituted for a new Plan and new PSUs and RSUs of the successor entity with identical terms and conditions, subject to an equitable adjustment in accordance with paragraph 10, or (ii) if not assumed, continued, replaced, or substituted as contemplated in clause (i), the Board shall accelerate vesting of all unvested PSUs and RSUs, with effect as of the Change of Control, with, in the case of PSUs, the deemed attainment of 100% of the relevant performance objective(s) or such higher level of deemed attainment as is determined by the Board in its discretion.
|
9.2
|
In the event of termination of a Participant’s employment without cause within one year following a Change of Control, all of such Participant’s unvested PSUs and RSUs shall vest on the date that is his or her Last Working Day, with deemed attainment of 100% of the relevant performance objective(s) in the case of PSUs. For the purposes of this paragraph 9.2, “termination without cause” shall include a resignation within ninety (90) days following a material reduction in the Participant’s duties, responsibilities, authority or compensation, or a relocation beyond forty (40) miles from the location at which the Participant is employed prior to the Change of Control, in each case, which has remained uncured by the Corporation following written notice by the Participant to the Corporation within thirty (30) days of the occurrence of the applicable event. For purposes of this paragraph 9.2, “cause” shall mean Participant’s (i) failure to perform substantially his or her duties to the Corporation (other than any such failure resulting from incapacity due to physical or mental illness), and his or her failure to cure the deficiency (if cure is possible) within ten (10) days after written demand has been delivered to Participant by the Corporation; (ii) commission or knowing participation in any act of fraud, gross neglect, willful misconduct, embezzlement, or dishonesty; (iii) materially false representation to the Corporation or to its customers; (iv) intentional and material misuse of or significant damage to the Corporation's facilities or property; (v) indictment for any felony or for any misdemeanor involving dishonesty; (vi) commission of a material breach of any agreement with the Corporation and Participant's failure to cure such breach (if cure is possible) within ten (10) days after written demand has been delivered to Participant by the Corporation; (vii) engagement in any activity or making of any statement which would materially prejudice the good name and standing of the Corporation or of its officers, or which would reasonably be expected to bring the Corporation or its officers into contempt, ridicule or to shock or to offend any community in which the Corporation is located; or (viii) material breach of any fiduciary obligation owed to the Corporation; or (ix) material breach of any company policy or code of conduct.
|
10.
|
Effects of Alteration of Share Capital
|
11.
|
Cash Dividends Equivalent
|
12.
|
Section 409A
|
13.
|
Amendment and Termination
|
(a)
|
amendments of a “housekeeping” or ministerial nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;
|
(b)
|
amendments necessary to comply with the provisions of applicable law;
|
(c)
|
amendments necessary in order for PSUs and RSUs to qualify for favourable treatment under applicable taxation laws; and
|
(d)
|
amendments respecting administration of the Plan.
|
14.
|
Final Provisions
|
14.1
|
The participation in the Plan of an Employee shall be entirely optional and shall not be interpreted as conferring upon an Employee any right or privilege whatsoever, except for the rights and privileges set out expressly in the Plan. Neither the Plan nor any act that is done under the terms of the Plan shall be interpreted as restricting the right of the Corporation to terminate the employment of an Employee at any time. No Employee to whom PSUs or RSUs have been granted acquires an automatic right to be granted one or more PSUs or RSUs under the terms of the Plan by reason of any previous grants of PSUs or RSUs under the Plan.
|
14.2
|
The Plan does not provide for any guarantee in respect of any loss or profit which may result from fluctuations in the market price of the Shares.
|
14.3
|
Notwithstanding any other provision of the Plan, no amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no PSUs or RSUs will be granted to such Participant to compensate for a reduction in the value of the Shares, nor will any other form of benefit be conferred upon, or in respect, of the Participant for such purpose.
|
14.4
|
The Corporation shall assume no responsibility as regards the tax consequences that participation in the Plan may have for an Employee, and such persons are urged to consult their own tax advisors in such regard.
|
14.5
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A Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid PSUs and/or RSUs, as applicable, shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Company. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.
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14.6
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Each Participant agrees with the Corporation that this Plan and all agreements, notices, declarations and documents accessory to the Plan be drafted in English only. Chaque participant consent avec la société à ce que ce Plan ainsi que toutes conventions, avis, déclarations et documents afférents au Plan soient rédigés en anglais seulement.
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14.7
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The Plan was adopted by the Board on April 22, 2014 and amended and restated by the Board on February 17, 2017 and on March 7, 2018. The 2018 amendment and restatement is first applicable with respect to PSU and RSUs granted on or after the date of such amendment and restatement.
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Consent of Independent Registered
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Public Accounting Firm
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