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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  ________________________________________
FORM 20-F
________________________________________

    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR

    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of event requiring this shell company report _________________________

    For the transition period from ______________ to _____________

                    Commission file number: 1-10928

________________________________________
 INTERTAPE POLYMER GROUP INC.
(Exact name of Registrant as specified in its charter)
________________________________________
Canada
(Jurisdiction of incorporation or organization)
9999 Cavendish Blvd., Suite 200, Ville St. Laurent, Quebec, Canada H4M 2X5
(Address of principal executive offices)
Jeffrey Crystal, (941) 739-7522, jcrystal@itape.com, 100 Paramount Drive, Suite 300, Sarasota, Florida 34232
(Name, Telephone, E-mail, and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Not applicable
(Title of Class)




Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of each class Trading SymbolName of each exchange on which registered
Common Shares, without nominal or par valueITPToronto Stock Exchange
Common Shares, without nominal or par valueITPOFOTC Pink Marketplace
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Not applicable
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2020, there were 59,027,047 common shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes     No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.      Yes       No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes     No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes    ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer," "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer              Accelerated filer             Non-accelerated filer   Emerging growth company  

If an emerging growth company that prepare its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its annual report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 US GAAP         International Financial Reporting Standards as issued            Other   
            by the International Accounting Standards Board



If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.      Item 17      Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes       No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.      Yes      No




TABLE OF CONTENTS
 
  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.......................................................................................
(9)Human Capital.................................................................................................................................
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............................................................................................................
4


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:..................................................................................................................................................
5


Cautionary Note Regarding Forward-Looking Statements
Certain statements and information included in this annual report on Form 20-F constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (collectively, “forward-looking statements”), which are made in reliance upon the protections provided by such legislation for forward-looking statements. All statements other than statements of historical facts included in this annual report on Form 20-F, including statements regarding the Company’s industry and economic conditions, the Company’s outlook, plans, prospects, products, financial position, future transactions, acquisitions and partnerships, the expected financial performance and benefits of the Nortech transaction, the expected synergies gained from the Nortech acquisition, strategic initiatives and anticipated demand in growing markets, including e-commerce, the potential impact and effects of COVID-19, future sales and financial results, inventory, income tax and effective tax rate, availability of funds and credit, expected credit spread, level of indebtedness, payment of dividends, share repurchases, fluctuations in raw material costs, competition, capital and other significant expenditures, working capital requirements, sourcing of raw material, pension plan contribution requirements and administration expenses, manufacturing facility closures and other restructurings, and related cost savings, manufacturing facility rationalization and commercialization initiatives, liquidity, the Company’s production plans, including at its greenfield manufacturing facilities, the goals of the IPG Energy Policy, remote work arrangements and absentee rates at facilities in North America, the impact of new accounting standards, including the expected impact of new accounting guidance for leases, contractual commitments, judgments, estimates, assumptions, litigation, and business strategies, may constitute forward-looking statements. These forward-looking statements are based on current beliefs, assumptions, expectations, estimates, forecasts and projections made by the management of Intertape Polymer Group Inc. (“Intertape,” “Intertape Polymer Group,” or the “Company”). Words such as “may,” “will,” “should,” “expect,” “continue,” “intend,” “estimate,” “anticipate,” “plan,” “believe,” “future,” “likely,” or “seek” or the negatives of these terms or variations of them or similar terminology are intended to identify such forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things: business conditions and growth or declines in the Company’s industry and the Company’s customers’ industries; changes in general economic, political, social, fiscal or other conditions in any of the countries where the Company operates, including changes that may result from the impact of COVID-19; the Company’s customers’ industries and the general economy; the impact of changes to tariffs and other international trade developments; the anticipated benefits from the Company’s manufacturing facility closures, manufacturing facility rationalization initiatives, greenfield developments, and other restructuring efforts; selling prices; the impact of fluctuations in raw material prices and freight costs; the quality and market reception of the Company’s products; the expected strategic and financial benefits from the Company’s ongoing capital investment and mergers and acquisitions programs; the Company’s ability to integrate and realize synergies from acquisitions; the anticipated benefits from the Company’s capital expenditures; the Company’s anticipated business strategies; risks and costs inherent in litigation; risks and costs inherent in the Company’s intellectual property; the Company’s ability to maintain and improve quality and customer service; the Company’s ability to retain, and adequately develop and incentivize, its management team and key employees; anticipated trends in the Company’s business; anticipated cash flows from the Company’s operations; the Company’s flexibility to allocate capital after the Senior Unsecured Notes offering; availability of funds under the Company’s 2018 Credit Facility, 2018 Powerband Credit Facility and 2018 Capstone Credit Facility; the Company’s ability to continue to control costs; movements in the prices of key inputs such as raw material, energy and labor, government policies, including those specifically regarding the manufacturing industry, such as industrial licensing, environmental regulations, labor and safety regulations, import restrictions and duties, intellectual property laws, excise duties, sales taxes, and value added taxes; accidents and natural disasters; changes to accounting rules and standards; and other factors beyond our control. The Company can give no assurance that these statements and expectations will prove to have been correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. Readers are cautioned not to place undue reliance on any forward-looking statement. For additional information regarding some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements and other risks and uncertainties, and the assumptions underlying the forward-looking statements, you are encouraged to read “Item 3. Key Information - Risk Factors,” “Item 5. Operating and Financial Review and Prospects (Management’s Discussion & Analysis)” as well as statements located elsewhere in this annual report on Form 20-F and the other statements and factors contained in the Company’s filings with the Canadian securities regulators and the US Securities and Exchange Commission. Each of the forward-looking statements speaks only as of the date of this annual report on Form 20-F. The Company will not update these statements unless applicable securities laws require it to do so.

6


PART I
 

Item 1:Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2:Offer Statistics and Expected Timetable

Not applicable.

Item 3:Key Information
 A.SELECTED FINANCIAL DATA
The selected financial data presented below for the five years ended December 31, 2020 is presented in US dollars and is derived from the Company’s consolidated financial statements and prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The information set forth below was extracted from the consolidated financial statements and related notes included in this annual report and annual reports previously filed and should be read in conjunction with such consolidated financial statements.
 As of and for the Year Ended December 31,
 20202019201820172016
 (in thousands of US dollars, except shares and per share amounts)
$$$$$
Statements of Consolidated Earnings:
Revenue1,213,028 1,158,519 1,053,019 898,126 808,801 
Earnings before income taxes92,576 57,534 56,451 77,007 70,706 
Net earnings attributable to Company shareholders72,670 41,216 46,753 64,224 51,120 
Net earnings (loss) attributable to non-controlling interests785 (104)(266)17 
Total net earnings73,455 41,224 46,649 63,958 51,137 
Earnings per share attributable to Company shareholders:
Basic1.23 0.70 0.79 1.09 0.87 
Diluted1.22 0.70 0.79 1.08 0.85 
Balance Sheets:
Total assets1,109,635 1,025,740 1,004,840 715,872 580,597 
Capital stock354,880 354,559 350,267 350,759 351,203 
Total equity316,682 272,228 261,428 254,722 242,943 
Equity attributable to Company shareholders304,656 260,740 249,847 248,133 236,536 
Equity attributable to non-controlling interests12,026 11,488 11,581 6,589 6,407 
Number of common shares outstanding59,027,047 59,009,685 58,650,310 58,799,910 59,060,335 
Dividends declared per share0.60 0.58 0.56 0.56 0.54 
 B.CAPITALIZATION AND INDEBTEDNESS
Not applicable.
7


 C.REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
 D.RISK FACTORS
The risks described below, as well as other information set forth in this Annual Report on Form 20-F, including the “Management’s Discussion and Analysis of Financial Conditions” and “Results of Operations” sections and the consolidated financial statements and related notes, should be carefully considered. If any of the risks and uncertainties described below actually occur or continue to occur, our business, sales, profitability, results of operations, financial condition, competitiveness, costs, expenses, liquidity, market share, brand, reputation and/or share price may be impacted.

Moreover, the risks below are not the only risk factors we face and additional risks that are unknown to us or that we consider to be immaterial may become material at any time.

STRATEGIC AND OPERATIONAL RISKS
The Company’s ability to achieve its growth objectives depends in part on the timing and market acceptance of its new products and its improved products, as well as its strategic acquisitions and capital expenditure initiatives proving to have the positive effects contemplated in the Company’s growth objectives.
The Company’s business plan includes the introduction of new products and the improvement of existing products, which are both developed internally and obtained through acquisitions. The Company’s ability to introduce these products successfully depends on the demand for the products, as well as their price, quality, and related customer service. In the event the market does not fully accept these products, or competitors introduce similar or superior products (or products perceived by the market to be similar or superior), the Company’s ability to expand its markets and generate organic growth could be negatively impacted which could have an adverse effect on its operating results.
In addition, the Company’s business plan and growth objectives contain certain goals based on potential acquisitions and capital expenditures. The Company cannot provide any assurances that it will be able to: identify future strategic acquisitions and adequately conduct due diligence; consummate these potential acquisitions on favorable terms, if at all; or if consummated, successfully integrate the operations and management of future acquisitions. Similarly, for potential capital expenditure projects (including any greenfield developments): we may be unable to identify positive projects; actual costs may exceed expected costs for such projects; we may be unable to complete such projects in a timely manner, if at all; such projects may require substantial capital that we are unable to obtain on favorable terms, if at all; such projects may require numerous governmental permits and approvals, and we may be unable to obtain such permits and approvals in a timely manner and at a reasonable cost, if at all; such projects may not yield the expected benefits; and the Company’s 2018 Credit Facility’s covenants may limit our ability to develop such projects.
For a further description of the risks related to the Company’s acquisitions, see “Risk Factors – Acquisitions could expose the Company to significant business risks.” For a further description of the risks related to the Company’s 2018 Credit Facility, see “Risk Factors – The Company’s 2018 Credit Facility contains covenants that limit its flexibility and prevent the Company from taking certain actions.”
The Company’s manufacturing facility rationalization initiatives, manufacturing cost reduction programs and capital expenditure projects may result in higher costs and less savings than anticipated.
The Company has implemented several manufacturing facility rationalization initiatives, manufacturing cost reduction programs and capital expenditure projects. Certain of these have not been, and others may not in the future be, completed as planned. As a result, the costs and capital expenditures incurred by the Company have in certain instances substantially exceeded, and may in the future substantially exceed, projections. In addition, the timing for achieving cost reductions has sometimes been, and may in the future be, later than expected. This could potentially result, and has in certain instances resulted, in additional debt incurred by the Company, increased costs, reduced profits, or reduced production. In addition, the anticipated manufacturing cost savings may be less than expected or may not materialize at all.
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Acquisitions could expose the Company to significant business risks.
The Company has made and may continue to make strategic acquisitions that could, among other goals, complement its existing products; expand its customer base, range of products, production capacity and/or markets; improve distribution efficiencies; lower production costs; and/or enhance its technological capabilities. As with all acquisitions, there are business risks to which the Company is exposed as a result, including but not limited to financial and operating risks.
Financial risks from these acquisitions include: (a) the use of the Company’s cash resources; (b) paying a price that exceeds the future value realized from the acquisition; (c) potential known and unknown liabilities of the acquired businesses, as well as contractually-based time and monetary limitations on a seller’s obligation, or the related insurer’s contractual obligation if representation and warranty insurance is purchased, to indemnify the Company for such liabilities; (d) the incurrence of additional debt; (e) the dilutive effect of the issuance of any additional equity securities the Company issues as consideration for, or to finance, the acquisition; (f) the financial impact of incorrectly valuing goodwill and other intangible assets involved in any acquisitions; (g) potential future impairment write-downs of goodwill and indefinite-life intangibles and the amortization of other intangible assets; (h) possible adverse tax and accounting effects; and (i) the risk that the Company incurs substantial amounts purchasing these manufacturing facilities and assumes significant contractual and other obligations with no guaranteed levels of revenue or that the Company may have to close or sell acquired facilities at the Company's cost, which may include substantial employee severance costs and asset write-offs.
Further, there are possible operational risks including: difficulty assimilating and integrating the operations, products, technology, information systems and personnel of acquired companies; losing key personnel of acquired entities; entry into markets in which the Company has no or limited prior experience; diversion of management’s attention; compliance with a different jurisdiction’s laws; failure to obtain or retain intellectual property rights for certain products; and difficulty honoring commitments made to customers of the acquired companies prior to the acquisition. The Company may incur significant acquisition, administrative and other costs in connection with these transactions, including costs related to the integration of acquired businesses. These acquisitions could expose the Company to significant integration risks and increased organizational complexity, including more complex and costly accounting processes and internal controls, which may challenge management and may adversely impact the realization of an increased contribution from said acquisitions. In addition, while the Company executes these acquisitions and related integration activities, management's attention may possibly be diverted from ongoing operations which may have a negative impact on the business. The failure to adequately anticipate and address these risks could adversely affect the Company’s business and financial performance.
Although the Company performs due diligence investigations of the businesses and assets that it acquires, and anticipates continuing to do so for future acquisitions, there may be liabilities related to the acquired business or assets that the Company fails to, or is unable to, uncover during its due diligence investigation and for which the Company, as a successor owner, may be responsible. We, along with third party advisors, typically perform due diligence on such risks when we purchase targets. Such diligence may, however, be deficient or the potential liabilities may be difficult or impossible to identify in diligence. When feasible, the Company seeks to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price, and/or by purchasing representation and warranty insurance. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor, or other reasons.
Some of our recent acquisitions involve, and potential future acquisitions may involve, operations outside of the US which are subject to various risks including those described in “Risk Factors – The Company faces risks related to its international operations.”    
The Company may be unable to realize anticipated cost and revenue synergies and expects to incur substantial expenses related to acquisitions, which could have an adverse effect on the Company’s business, financial condition and results of operations.
While the Company anticipates certain cost and revenue synergies from acquisitions, the Company’s ability to achieve such estimated cost and revenue synergies in the timeframe described, or at all, is subject to various assumptions by the Company’s management, which may or may not be realized, as well as the incurrence of other costs in its operations that offset all or a portion of such cost synergies. Consequently, the Company may not be able to realize cost and revenue synergies within an expected timeframe or at all. In addition, the Company may incur additional and/or unexpected costs in order to realize these cost and/or revenue synergies. Failure to achieve the expected cost and revenue synergies could significantly reduce the expected benefits associated with acquisitions and adversely affect the Company. In addition, the Company has incurred and will incur substantial expenses in connection with many acquisitions. The Company often incurs non-recurring costs associated
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with integrating the acquired operations and achieving the desired synergies. These fees and costs have been, and may continue to be, substantial. The substantial majority of non-recurring expenses consist of transaction costs related to acquisitions and include, among others, fees paid to financial, tax and legal advisors, employee benefit costs and filing fees. These costs described above, as well as other unanticipated costs and expenses, could have an adverse effect on the financial condition and operating results of the Company.
The Company depends on the proper functioning of its information systems.
The Company is dependent on the proper functioning of information systems, some of which are owned and operated by third parties, including the Company's vendors, customers and/or suppliers, to store, process and transmit confidential information, including financial reporting, inventory management, procurement, invoicing and electronic communications belonging to its customers, its suppliers, its employees and/or the Company itself. The Company’s information systems are vulnerable to natural disasters, fire, casualty, theft, technical failures, terrorist acts, cybersecurity breaches, power loss, telecommunications failures, physical or software intrusions, computer viruses, and similar events. If the Company’s critical information systems fail or are otherwise unavailable, its operations could be disrupted, causing a material adverse effect on its business, operations and financial statements.
The Company relies on third parties to provide software, support and management with respect to a variety of business processes and activities as part of our information technology network, and is utilizing cloud computing through certain of our third-party vendors. The security and privacy measures the Company and its vendors, customers and suppliers implement are critical to the business, key relationships, and compliance with applicable law. Despite the Company's security measures and business continuity plans, these information technology networks may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers, natural disasters or catastrophic events, or breaches due to errors or malfeasance by employees, contractors and others who have access to the networks and systems.
Any theft or misuse of information resulting from a security breach of the Company's or a third party's information technology networks and systems could result in, among other things, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, negative reactions from current and potential future customers (including potential negative financial ramifications under certain customer contract provisions) and poor publicity. Given the seemingly increasing frequency and severity of cyberattacks on commercial and governmental organizations in recent years, this threat may be heightened for the Company. Any of these consequences, in addition to the time and funds spent on monitoring and mitigating the Company’s exposure and responding to breaches, including the training of employees, the purchase of protective technologies and the hiring of additional employees and consultants to assist in these efforts, could adversely affect its financial results.
To date, the Company has not experienced a material cybersecurity breach and has prevented or adequately managed less impactful incidents. However, the Company suspects that risks and exposures related to cybersecurity attacks will remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats. The Company maintains first and third-party cybersecurity insurance coverage in an attempt to mitigate such risks.
Uninsured and underinsured losses and rising insurance costs could adversely affect the Company’s business.
The Company maintains property, business interruption, general liability, cybersecurity, directors and officer’s liability, environmental liability, workers compensation liability and other ancillary insurance on such terms as it deems appropriate. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay for the full current market value or current replacement cost of the Company’s lost investment. Not all risks are covered by insurance, as such coverage is not feasible.
The Company’s cost of maintaining property, general liability and business interruption insurance and director and officer liability insurance is significant. The Company could experience higher insurance premiums as a result of adverse claims experience or because of general increases in premiums by insurance carriers for reasons unrelated to the Company's own claims experience. Generally, the Company’s insurance policies must be renewed annually. The Company’s ability to continue to obtain insurance at affordable premiums also depends upon its ability to continue to operate with an acceptable claims record. A significant increase in the number of claims against the Company, the assertion of one or more claims in excess of its policy limits, or the inability to obtain adequate insurance coverage at acceptable rates, or any insurance coverage at all, could adversely affect the Company’s business, financial condition and/or results of operations.
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The Company’s success depends upon retaining the services of its management team and key employees.
The Company is dependent on its management team and expects that continued success will depend largely upon their efforts and abilities. The loss of the services of any key executive for any reason could have a material adverse effect on the Company. Success also depends upon the Company’s ability to identify, develop, and retain qualified employees.
Product liability could adversely affect the Company’s business.
Difficulties in product design, performance and reliability could result in lost sales, delays in customer acceptance of the Company’s products, customer complaints or lawsuits. Such difficulties could be detrimental to the Company’s market reputation. The Company’s products and the products supplied by third parties on behalf of the Company may not be error-free. Undetected errors or performance problems may be discovered in the future. The Company may not be able to successfully complete the development of planned or future products in a timely manner or adequately address product defects, which could harm the Company’s business and prospects. In addition, product defects may expose the Company to product liability claims, for which it may not have sufficient product liability insurance. Difficulties in product design, performance and reliability or product liability claims could adversely affect the Company’s business, financial condition and/or results of operations.
The Company cannot assure its shareholders that its normal course issuer bid will enhance shareholder value, and share repurchases could increase the volatility of its share price.
The Company may repurchase shares in the open market and otherwise for cancellation pursuant to a normal course issuer bid (“NCIB”), which allows it to repurchase a certain number of shares during a specified period. Under the NCIB, the Company is authorized to repurchase up to an aggregate of approximately 4,000,000 common shares over the twelve-month period ending July 22, 2021. The timing and actual number of shares repurchased will depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, and other market conditions. The existence of the NCIB, however, could also cause the Company's share price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for its subordinate voting shares.

LEGAL, REGULATORY AND COMPLIANCE RELATED RISKS
The Company’s operations are subject to comprehensive environmental regulation and involve expenditures which may be material in relation to its operating cash flow.
The Company’s operations are subject to extensive environmental regulation in each of the countries in which it maintains facilities. For example, US (federal, state and local), Canadian (federal, provincial and local), Portuguese (federal, state and local), and Indian (federal, state and local) environmental laws applicable to the Company include statutes and regulations intended to impose certain obligations with respect to site contamination and to allocate the cost of investigating, monitoring and remedying soil and groundwater contamination among specifically identified parties, as well as to prevent future soil and groundwater contamination; imposing air ambient standards and, in some cases, emission standards, for air pollutants which present a risk to public health, welfare or the natural environment; governing the handling, management, treatment, storage and disposal of hazardous wastes and substances; regulating the chemical content of products; and regulating the discharge of pollutants into waterways.
The Company’s use of hazardous substances in its manufacturing processes and the generation of hazardous wastes not only by the Company, but by prior occupants of its facilities, suggest that hazardous substances may be present at or near certain of the Company’s facilities or may come to be located there in the future. Consequently, the Company is required to closely monitor its compliance under all the various environmental laws and regulations applicable to it. In addition, the Company arranges for the off-site disposal of hazardous substances generated in the ordinary course of its business. Under certain environmental laws, the Company may be responsible for remediation costs or other liabilities as a result of the use, release or disposal of hazardous substances at or from any property currently or formerly owned or operated or to which the Company sent waste for treatment or disposal. Liability under these laws may be imposed without regard to whether the Company was aware of, or caused, the contamination and, in some cases, liability may be joint or several.
The Company’s facilities are subject to increasingly more stringent federal, state and local environmental laws and regulations. Some of these laws and regulations relate to what are frequently called “emerging contaminants”, such as per-and polyfluoroalkyl substances ("PFAS"). The Company does not know whether its products contain PFAS. Nevertheless, some of the Company’s competitors have been the target of lawsuits and state enforcement actions because of the alleged discharge of PFAS into the environment near their manufacturing facilities.
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The Company obtains Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for most of the manufacturing facilities it owns or leases at the time it either acquires or leases such facilities. These assessments typically include general inspections and for Phase II site assessments, may involve soil sampling and/or groundwater analysis. These assessments may not reveal all potential environmental liabilities and current assessments are not available for all facilities. Consequently, there may be material environmental liabilities of which the Company is not aware. In addition, ongoing cleanup and containment operations may not be adequate for purposes of future laws and regulations. The conditions of the Company’s properties could also be affected in the future by neighboring operations or the conditions of the land in the vicinity of its properties. These developments and others, such as increasingly stringent environmental laws and regulations, increasingly strict enforcement of environmental laws and regulations, or claims for damage to property or injury to persons resulting from the environmental, health or safety impact of its operations, may cause the Company to incur significant costs and liabilities that could have a material adverse effect on it.
Phase II environmental site assessment reports conducted in the fall of 2017 documented the presence of soil and groundwater contamination at the Cantech facilities in Cornwall, Ontario, Canada and Montreal, Quebec, Canada. With respect to the owned Cantech facility located in Cornwall, Ontario, Canada, and the Cantech facility leased by the Company in Montreal, Quebec, environmental reports obtained in 2017 indicated the presence of certain contaminants at levels exceeding applicable regulatory standards, including cyanide and toluene in soil samples, vinyl chloride in groundwater samples. These and any other environmental matters that may be discovered could be subject to additional investigation. To the extent the presence of such contaminants requires remediation work, results in any penalties or other amounts or gives rise to third party claims based on alleged migration of contaminants, there could be an adverse effect on the financial position of the Company. The Company closed the Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. In April of 2019, the Company announced that it would close Cantech's Montreal, Quebec manufacturing facility and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the manufacturing facility at the end of 2019.
The Company obtained an unlimited indemnification from the sellers of the Cantech business with respect to any environmental matter that pre-existed the acquisition and is not currently aware of any material amounts payable or claimed related to the foregoing.

The Company’s facilities are required to maintain numerous environmental permits and governmental approvals for its operations. Some of the environmental permits and governmental approvals that have been issued to the Company or to its facilities contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. Maintaining these permits and complying with their terms as well as environmental laws and regulations applicable to the Company’s business could require the Company to incur material costs.

If the Company fails to satisfy these conditions or to comply with these restrictions or with applicable environmental laws and regulations, it may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. The Company may also be subject to fines, penalties, claims for injunctive relief or additional costs. The Company entered into an Administrative Order on Consent with the Michigan Department of Environment, Great Lakes, and Energy regarding its Marysville, Michigan facility in September 2020 to resolve alleged violations of the National Emission Standards for Hazardous Air Pollutants regulations under the Clean Air Act. The Company may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the facilities, as a result of which the operation of the facilities may be limited or suspended.
IPG has a number of management system components in place to routinely query and assess our operating facilities for compliance with applicable environmental permits and requirements. These management systems are focused on ensuring on-going compliance with those requirements or identifying instances of non-compliance for voluntary notification to regulatory authorities and prompt resolution of non-compliance status.
The Company may become involved in litigation relating to its intellectual property rights, which could have an adverse impact on its business.
The Company relies on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions to protect its proprietary technology. In addition to relying on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions, the Company relies in some cases on unpatented proprietary know-how and trade secrets. The Company employs various methods, including its internal security systems, policies and procedures, to protect its proprietary know-how and trade secrets. These mechanisms may not, however, afford complete or sufficient protection, and misappropriation may still occur.
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Litigation may be necessary to enforce these rights, which could result in substantial costs to the Company and a substantial diversion of management attention. Further, there can be no assurance that the Company will be able to enforce its patent or other rights, if any, and that others will not independently develop similar know-how and trade secrets or develop better production methods. If the Company does not adequately protect its intellectual property, its competitors or other parties could use the intellectual property that the Company has developed to enhance their products or make products similar to the Company’s and compete more efficiently with it, which could result in a decrease in the Company’s market share.
While the Company has attempted to ensure that its products and the operations of its business do not infringe other parties’ patents and proprietary rights, its competitors or other parties may assert, and have asserted in certain instances, that the Company’s products and operations may infringe upon patents held by them. In addition, because patent applications can take many years to issue, the Company might have products that infringe upon pending patents and other proprietary rights of which it is unaware. If any of the Company’s products infringe a valid patent, the Company could be prevented from selling such products unless the Company obtains a license or redesigns the products to avoid infringement or any such design may be costly. A license may not be available or may require the Company to pay substantial royalties. The Company may not be successful in attempts to redesign its products to avoid infringement. Infringement or other intellectual property claims, regardless of merit or ultimate outcome, can be expensive and time-consuming to resolve as well as divert management’s attention from the Company’s core business.
The Company may become involved in labor disputes or employees could form or join unions increasing the Company’s costs to do business.
Some of the Company’s employees are subject to collective bargaining agreements. Other employees are not part of a union and there are no assurances that such employees will not form or join a union. Any attempt by employees to form or join a union could result in increased labor costs and adversely affect the Company’s business, its financial condition and/or results of operations.
Except for the strike which occurred at the Company’s Brantford, Ontario manufacturing facility in 2008, which is now closed, the Company has never experienced any work stoppages due to employee related disputes. Management believes that it has a good relationship with its employees. However, there can be no assurance that work stoppages or other labor disturbances will not occur in the future. Such occurrences could adversely affect the Company’s business, financial condition and/or results of operations.
The Company may become involved in litigation which could have an adverse impact on its business.
The Company, like other manufacturers and sellers, is subject to potential liabilities connected with its business operations, including potential liabilities and expenses associated with product defects, performance, reliability or delivery delays. The Company is threatened from time to time with, or is named as a defendant in, legal proceedings, including lawsuits based upon product liability, personal injury, breach of contract and lost profits or other consequential damages claims, in the ordinary course of conducting its business. A significant judgment against the Company, or the imposition of a significant fine or penalty resulting from a finding that the Company failed to comply with laws or regulations, or being named as a defendant on multiple claims could adversely affect the Company’s business, financial condition and/or results of operations.
Because the Company is a Canadian company, it may be difficult to enforce rights under US bankruptcy laws.

The Company and certain of its subsidiaries are incorporated under the laws of Canada and approximately 28% of its assets are located outside of the US. Under bankruptcy laws in the US, courts typically assert jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the US may not recognize the US bankruptcy court’s jurisdiction over property located outside of the territorial limits of the US. Accordingly, should insolvency proceedings be commenced by or in respect of the Company in the US pursuant to US bankruptcy laws, difficulties may arise in administering such proceedings in a case involving a Canadian debtor with property located outside of the US, and any orders or judgments of a bankruptcy court in the US may not be enforceable outside the territorial limits of the US.
It may be difficult for investors to enforce civil liabilities against the Company under US federal and state securities laws.
The Company and certain of its subsidiaries are incorporated under the laws of Canada. Certain of their directors are residents of Canada and a portion of directors’ and executive officers’ assets may be located outside of the US. In addition, certain subsidiaries are located in other foreign jurisdictions. As a result, it may be difficult or impossible for US investors to effect service of process within the US upon the Company, its Canadian subsidiaries, or its other foreign subsidiaries, or those
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directors and officers, or to enforce against them judgments of courts of the US predicated upon the civil liability provisions of US federal securities laws or securities or blue sky laws of any state within the US. The Company believes that a judgment of a US court predicated solely upon the civil liability provisions of the Securities Act of 1933, as amended and/or the Securities Exchange Act of 1934, as amended (“Exchange Act”), would likely be enforceable in Canada if the US court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. The Company cannot make any assurances, however, that this will be the case. There is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.
The Company has its registered office in the Province of Québec, Canada and, as a result, is subject to the securities laws of that province. In addition, the Company is a “reporting issuer” under the securities laws of each of the provinces of Canada and is therefore subject to the provisions thereof relating to, among other things, continuous disclosure and filing of insider reports by the Company’s “reporting insiders”, as applicable.
Compliance with the SEC’s conflict mineral disclosure requirements results in additional compliance costs and may create reputational challenges.
The SEC adopted rules pursuant to Section 1502 of the Dodd-Frank Act setting forth disclosure requirements concerning the use or potential use of certain minerals and their derivatives, including tantalum, tin, gold and tungsten, that are mined from the Democratic Republic of Congo and adjoining countries, and deemed conflict minerals. These requirements have necessitated, and will continue to necessitate, due diligence efforts by the Company to assess whether such minerals are used in the Company’s products in order to make the relevant required disclosures. There are certain costs associated with complying with these disclosure requirements, including diligence to determine the sources of those minerals that may be used or necessary to the production of the Company’s products. If the Company determines that certain of its products contain minerals that are not conflict-free or is unable to sufficiently verify the origins for all conflict minerals used in its products, the Company may face changes to its supply chain or challenges to its reputation, either of which could impact future sales.
The Company’s exemptions under the Exchange Act of 1934, as a foreign private issuer, limit the protections and information afforded U.S. investors.
The Company is a foreign private issuer within the meaning of the rules promulgated under the Exchange Act. As such, it is exempt from certain provisions applicable to US companies with securities registered under the Exchange Act, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuers’ equity securities within a period of less than six months). Because of these exemptions, purchasers of the Company’s securities are not afforded the same protections or information generally available to U.S. investors in public companies organized in the US. For the year ended December 31, 2008 and commencing for the year ended December 31, 2010 and going forward, the Company has elected to file its annual report on Form 20-F which also fulfills the requirements of the Annual Information Form required in Canada, thus necessitating only one report. The Company reports on Form 6-K and makes certain other filings (such as Form S-8, Form 11-K and Form SD), with the US Securities and Exchange Commission and publicly releases quarterly financial reports.
The Company's business could be negatively affected by the actions of activist shareholders.
Certain of the Company's shareholders may from time to time advance shareholder proposals or otherwise attempt to effect changes or acquire control over its business. Such proposals or attempts are sometimes led by investors seeking to increase short-term shareholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or even sales of assets or the entire company. Such an action focused on the short-term may be to the long-term detriment of the Company’s shareholders. If faced with actions by activist shareholders, the Company may not be able to respond effectively to such actions, which could be disruptive to its business.

FINANCIAL RELATED RISKS
Fluctuations in raw material costs or the unavailability of raw materials may adversely affect the Company’s profitability.

A significant portion of the Company’s major raw materials are by-products of crude oil and natural gas which are subject to risks associated with energy markets. These markets are subject to volatility, which may result in increased raw
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material costs for the Company. A number of potential factors, such as legislation aimed at reducing greenhouse gas emissions, wars, terrorist attacks, natural disasters, heightened tariffs and other adverse international trade issues, and political unrest, may result in volatile energy markets and increased raw material costs for the Company. The prices for these raw materials have fluctuated in the past and these fluctuations could recur, and the Company's performance depends in part on its ability to reflect changes in costs by increasing our selling prices.

Historically, the Company has generally been able to pass on significant raw material cost increases through price increases to its customers. The Company’s results of operations in prior years, at times, have been negatively impacted by raw material cost increases. These increases adversely affected the Company’s profitability. As a result of raw material cost increases, the Company may increase prices (which could result in reduced market share) or may choose to keep prices the same (which could result in decreased margins). The Company’s profitability in the future may be adversely affected due to fluctuations in raw material prices. Additionally, the Company relies on its suppliers for deliveries of raw materials. If any of its suppliers are unable to deliver raw materials to the Company for an extended period of time, there is no assurance that the Company’s raw material requirements would be met by other suppliers on acceptable terms, or at all (although the Company has alternative suppliers for a number of the raw materials it uses), which could have a material adverse effect on the Company’s results of operations.
Unfavorable consumer responses to price increases could have a material adverse impact on the Company's sales and earnings.
From time to time, and especially in periods with rising raw material costs, the Company increases the prices of its products. Significant price increases could impact the Company's earnings, depending on, among other factors, the pricing by competitors of similar products and the response by the customers to higher prices. Such price increases may result in lower volume of sales and a subsequent decrease in earnings.
The Company’s competition and customer preferences could impact the Company’s profitability.
The markets for the Company’s products are highly competitive. Competition in its markets is primarily based upon the quality, breadth and performance characteristics of its products, customer service and price. The Company’s ability to compete successfully depends upon a variety of factors, including its ability to create new and improved products, effectively employ skilled personnel, increase manufacturing facility efficiencies, reduce manufacturing costs, and create complementary products for customer convenience of a single supplier, as well as its access to quality, low-cost raw materials.
Some of the Company’s competitors, particularly certain of those located in Asia, may, at times, have lower costs (i.e. raw material, energy and labor) and/or less restrictive environmental and governmental regulations to comply with than the Company. Other competitors may be larger in size or scope than the Company, which may allow them to achieve greater economies of scale on a global basis or allow them to better withstand periods of declining prices and adverse operating conditions.
Demand for the Company’s products and, in turn, its revenue and profit margins, are affected by customer preferences and changes in customer ordering patterns which may occur as a result of, among other things, changes in inventory levels and timing of purchases which may be triggered by price changes and incentive programs. Additionally, the majority of the Company's sales are made through distribution, which limits direct visibility to trends at the end-user. The limited visibility makes it harder to forecast both macro and/or end-user specific changes.

One customer accounted for 11% and 7% of total revenue for the years ended December 31, 2020 and 2019, respectively. A loss of this customer or any other large customer, or a significant reduction in sales to this customer or any other large customer, could have an adverse impact on the Company’s results.
Historically some of our competitors have merged. Consolidation among our competitors could enhance their market share and financial position, provide them with the ability to achieve better purchasing terms and provide more competitive prices to customers for whom we compete, and allow them to utilize merger synergies and cost savings to increase advertising and marketing budgets to more effectively compete for customers. These consolidated competitors could take sales volume away from the Company in certain markets, could achieve greater market penetration, could cause the Company to change its pricing with a negative impact on its margins or could cause the Company to spend more money to maintain customers or seek new customers, all of which could negatively impact the Company's business.
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The Company’s customer contracts contain termination provisions that could decrease the Company’s future revenues and earnings.
Most of the Company’s customer contracts can be terminated by the customer on short notice without penalty. The Company’s customers are, therefore, not contractually obligated to continue to do business with it in the future. This creates uncertainty with respect to the revenues and earnings the Company may recognize with respect to its customer contracts.
The Company's goodwill and other intangible assets represent a significant amount of its total assets.
The Company's total assets reflect significant intangible assets, primarily goodwill. At December 31, 2020, goodwill and other intangible assets totaled $257.2 million, or 23.2% of total assets. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business acquisitions. The Company may experience unforeseen issues with businesses acquired, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business. The Company assesses annually whether there has been impairment in the value of goodwill or indefinite-lived intangible assets. If future operating performance were to fall below current levels, the Company could be required to recognize a non-cash charge to operating earnings to impair the related goodwill or other intangible assets. With respect to continuing operations, the Company recognized $0.4 million in non-cash impairment charges for the year ended December 31, 2020 related to one intangible asset. Any future goodwill or intangible asset impairments could negatively affect the Company's financial condition and results of operations.
While the Company’s shares trade on the Toronto Stock Exchange ("TSX"), they trade on the OTC Pink Marketplace in the US, which may result in the possible absence of a liquid trading market for securities of US investors.
The Company’s common shares are traded in the US on the OTC Pink Marketplace. Trading on this market can be thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company’s operations or business prospects. In addition, trading on this market is often sporadic, so shareholders may have some difficulty reselling any of their shares of common stock on this market.

ECONOMIC RISKS AND RISKS RELATED TO OTHER EXTERNAL FACTORS
Current economic conditions and uncertain economic forecast could adversely affect the Company’s results of operations and financial conditions.

The Company’s operations and performance depend significantly on worldwide economic conditions, particularly in the manufacturing sector in North America, Asia and Europe, and their impact on levels of capital spending. Unfavorable changes in the global economy have affected and may affect the demand for the products of the Company and its customers, customers’ and suppliers’ access to credit and the stability of the global financial system, the overall health of its markets, unemployment and other macroeconomic factors generally affecting commercial and industrial spending behavior and negatively affect the operations of the Company’s suppliers’ and their ability to supply the Company with finished goods and the raw materials and components required for the Company’s products. Further, adverse economic conditions could also increase the likelihood of customer delinquencies. A prolonged period of economic decline could have a material adverse effect on the results of operations, gross margins, and the overall financial condition of the Company, as well as exacerbate the other risk factors set forth below.
COVID-19 could materially adversely affect the Company's results.
In the event of a pandemic, epidemic or outbreak of an infectious disease, the Company's business may be adversely affected. For example, beginning in December 2019, a new strain of the coronavirus (COVID-19) spread rapidly through the world, including the United States, Canada and Europe (where, collectively, fairly large portions of the Company’s operations are located and its sales occur) causing national, provincial, state and local governments to issue directives aimed at minimizing the spread of COVID-19 and resulting in significant disruptions to the economy and global financial markets.
The Company's facilities remain open and operating, having qualified as essential under the applicable government orders and guidelines. However, there could be unpredictable disruptions to the Company’s operations and its customer or supplier operations as a result of the COVID-19 pandemic and new government orders or guidelines. Unpredictable disruptions to the Company’s operations and its customers' or suppliers' operations could disrupt the Company's operations, reduce its future revenues and negatively impact the Company’s financial condition. Alternative capacity exists across all major product lines that should enable the continuation of operations if certain facilities were required to close; however, in most cases, this
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alternative capacity would produce less than current run rates. Management has adjusted, and will continue to adjust, production plans to align with changes in demand in order to manage working capital and associated cost levels.
Management has successfully mitigated minor supply chain challenges experienced to date and continues to work closely with suppliers as supply chain risk mitigation plans are refined. However, the COVID-19 pandemic may result in supply chain and operational disruptions such as the availability and transportation of raw materials or the ability for the Company's packaging and equipment specialists to visit customer facilities.
Management has put measures in place to enable employees to work safely according to the United States Centers for Disease Control and Prevention and World Health Organization guidelines and other applicable social distancing guidelines, including requiring employees to wear protective face coverings provided by the Company while in its manufacturing facilities, to complete health interviews prior to entry on a regular basis, and to practice social distancing. The Company has significantly increased the frequency of cleaning and sanitizing equipment and facilities in the context of COVID-19 and the Company continues to support remote work arrangements for approximately 20% of its workforce in North America. The remote work arrangements have not had any significant effect on the Company's ability to conduct its day-to-day operations. Employee health coverage has been enhanced to include the cost of COVID-19 testing and treatment at no additional cost to employees, and the higher risk workforce or those experiencing illness of any kind are strongly encouraged to stay at home or shelter in place. As a result of these and other factors, the current absentee rate at the Company's facilities has been at a manageable level and has not resulted in any material level of production disruption.
The COVID-19 pandemic has resulted in volatility and disruptions in the capital and credit markets as well as widespread economic deterioration. This economic and market volatility may negatively impact customer buying habits, which could adversely affect the Company’s financial results.
There continues to be significant macroeconomic uncertainty, and the Company expects the COVID-19 pandemic will likely continue to have a materially negative impact on the global economy in 2021 and perhaps beyond. While the Company has delivered positive financial results to date, the pandemic could yet materially impact the Company’s ability to manufacture, source (including the delivery of raw materials to its facilities) or distribute its products both domestically and internationally and reduce demand for its products, any of which could have a materially negative impact on the Company’s financial results in 2021 and beyond. Given the dynamic nature of the pandemic (including its duration and the severity of its impact on the global economy and the applicable governmental responses), the extent to which the COVID-19 pandemic impacts the Company’s future results will depend on unknown future developments and any further impact on the global economy and the markets in which the Company operates and sells its products, all of which remain highly uncertain and
cannot be accurately predicted at this time.
The Company faces risks related to its international operations.
The Company has customers and operations located outside the US and Canada. In 2020, sales to customers located outside the US and Canada represented approximately 10% of its sales. The Company’s international operations present it with a number of risks and challenges, including potential difficulties staffing and managing its foreign operations, potential difficulties managing a more extensive supply chain as compared to its sales efforts in the US and Canada, potential adverse changes in tax regulations affecting tax rates and the way the US and other countries tax multinational companies, the effective marketing of the Company’s products in other countries, tariffs and other trade barriers, less favorable intellectual property laws, longer customer receipt cycles, shorter vendor payment cycles, exposure to economies that may be experiencing currency volatility or negative growth, exposure to political and economic instability and unsafe working conditions (including acts of terrorism, widespread criminal activities and outbreaks of war), certain cultural differences and different regulatory schemes and political environments applicable to its operations in these areas, such as environmental and health and safety compliance.
There have been recent changes, and future, additional changes may occur, to US and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions or trade barriers. Any of these restrictions could prevent or make it difficult for the Company to obtain certain raw materials and/or equipment needed to manufacture certain products. Increased tariffs could require the Company to increase its prices which could decrease demand for the Company’s products. In some situations, it may be difficult for the Company to effect a price increase for products whose raw materials are affected by tariffs, see “Risk Factor—Fluctuations in raw material costs or the unavailability of raw materials may adversely affect the Company’s profitability.” In addition, other countries may retaliate through their own restrictions and/or increased tariffs which would affect our ability to export products and therefore adversely affect the Company's sales.
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In addition, in June 2016, voters in the United Kingdom approved an advisory referendum to withdraw membership from the European Union (commonly referred to as “Brexit”). The United Kingdom formally departed from the European Union on January 31, 2020, subject to a transition period that ended on December 31, 2020 (the “Brexit Transition Period”). Following the Brexit Transition Period, the United Kingdom is no longer a part of the single market and customs union of the European Union. Changes resulting from Brexit could adversely affect worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. Specifically, Brexit could cause disruptions to, and create uncertainty surrounding, the Company’s business in Europe, including affecting the Company’s relationships with its existing and future customers, suppliers and employees, cause fluctuations in exchange rates, cause changes in regulatory oversight and/or impact taxes or tariffs on goods. Uncertainty about future custom and trade arrangements between the United Kingdom and other countries may have a material adverse effect on our business.

In December 2020, the United Kingdom and the European Union announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues (the “Trade Agreement”), potentially avoiding some of the anticipated disruption of Brexit. The Trade Agreement offers United Kingdom and European Union companies preferential access to each other’s markets; however, economic relations between the two will now be on more restricted terms. At this time, the Company cannot predict the impact the Trade Agreement will have on its business, customers, suppliers and employees. The Company will continue to evaluate its risks and uncertainty related to Brexit and the Trade Agreement and will assess their impact.
Because the Company has operations in Europe, it is subject to the European General Data Protection Regulation (“GDPR”) enacted on May 25, 2018. The GDPR imposes additional obligations and risk upon the Company’s business and increases the penalties to which we could be subject in the event of any non-compliance. The Company may incur expenses in complying with the obligations imposed by the GDPR and the Company may be required to make changes in its business operations, all of which may adversely affect its revenue and business overall. Additionally, because the GDPR’s standards are relatively new, the Company is unable to predict how they will be applied. Despite best efforts to attempt to comply with the GDPR, a regulator may determine that the Company has not done so and subject it to fines and public censure, which could harm the Company.
Finally, the Company’s financial statements are reported in US dollars while a portion of its sales are made in other currencies, primarily the Canadian dollar, the Euro and the Indian Rupee. As a result, fluctuations in exchange rates between the US dollar and foreign currencies can have a negative impact on the Company’s reported operating results and financial condition. Moreover, in some cases, the currency of the Company’s sales does not match the currency in which it incurs costs, which can negatively affect its profitability. Fluctuations in exchange rates can also affect the relative competitive position of a particular facility where the facility faces competition from non-local producers, as well as the Company’s ability to successfully market its products in export markets.
Climate change, weather events, public health crises and other disasters can adversely affect the Company's operations, particularly in the event of catastrophic loss of its key manufacturing facilities.
While the Company manufactures products in a large number of diversified facilities and maintains insurance covering its facilities, a catastrophic loss of the use of all or a portion of one of its key manufacturing facilities or workforce due to accident, equipment failures, labor issues, public health crises (such as COVID-19), extreme weather conditions, power outages, explosion, terrorism, man-made disaster, natural disaster (including fire, hurricane, flood, earthquake, extreme temperatures, flood, drought, typhoon, tsunamis), rising sea levels, climate change or otherwise, whether short or long-term, could have a material adverse effect on the Company. Specifically, these events could create a material disruption and have a material adverse effect on the Company's operations and productivity. Disruptions could increase cost of sales, harm the Company's reputation and adversely affect its ability to attract or retain customers. While the Company reviews and seeks to put in place contingency plans, such events are unpredictable in nature and the impact and path of such events change and develop as the event approaches or occurs and the Company's contingency plans may not be sufficient to address disruptions attributable to such risks.
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CREDIT AND LIQUIDITY RISKS
The Company’s 2018 Credit Facility and indenture contain covenants that limit the Company's flexibility and prevent the Company from taking certain actions.
The credit agreement and security agreements governing the Company’s 2018 Credit Facility and the indenture entered into in connection with the Senior Unsecured Notes offering include a number of significant restrictive covenants. These covenants could limit the Company’s ability to plan for or react to market conditions, meet its capital needs and execute its business strategy. These covenants, among other things, limit the Company’s ability and the ability of its subsidiaries to incur additional debt; prepay other debt; pay dividends and make other restricted payments; create or permit certain liens; issue or sell capital stock of restricted subsidiaries; use the proceeds from sales of assets; make certain investments; create or permit restrictions on the ability of the non-guarantors to pay dividends or to make other distributions to the Company; enter into certain types of transactions with affiliates; engage in unrelated businesses; enter into sale and leaseback transactions; and consolidate or merge or sell the Company’s assets substantially as an entirety.
A number of these restrictions in the 2018 Credit Facility are more stringent regarding subsidiaries of the Company that are not party to the Company’s 2018 Credit Facility (collectively, the “Non-Guarantor Parties”). The Non-Guarantor Parties, other than certain other designated unrestricted subsidiaries, are limited in their ability to incur debt outside of the Company’s 2018 Credit Facility. In addition, the Company and its subsidiaries are limited in the amount of investments that they may make in the Non-Guarantor Parties and the amount of guaranties they may make in connection with debt incurred by the Non-Guarantor Parties outside of the Company’s 2018 Credit Facility.
The Company depends on its subsidiaries for cash to meet its obligations and pay any dividends.
The Company is a holding company. Its subsidiaries conduct all of its operations and own substantially all of its assets. Consequently, the Company’s cash flow and its ability to meet its obligations or pay dividends to its stockholders depend upon the cash flow of its subsidiaries and the payment of funds by its subsidiaries to the Company in the form of dividends, tax sharing payments or otherwise. The Company’s subsidiaries’ ability to provide funding will depend on, amongst others, their earnings, the terms of indebtedness from time to time, tax considerations and legal restrictions.
Payment of dividends may not continue in the future, and the payment of dividends is subject to restriction.
The Company’s dividend policy currently provides for an annualized dividend of $0.63 per share. The future declaration and payment of dividends, if any, will be at the discretion of the Board of Directors and will depend on a number of factors, including the Company’s financial and operating results, financial position, legal requirements, and anticipated cash requirements. The Company can give no assurance that dividends will be declared and paid in the future or, if declared and paid in the future, at the same level as in the past. Additionally, the Company’s 2018 Credit Facility restricts its ability to pay dividends if the Company does not meet its net leverage or interest coverage ratios, or if the Company is otherwise in default.
The Company’s outstanding debt and changes in interest rates could adversely affect its financial condition.
As of December 31, 2020, the Company had outstanding debt of $490.0 million, which represented 30.5% of its total capitalization. Of such total debt, approximately $233.2 million net of unamortized fees was secured. The Company’s outstanding indebtedness could adversely affect its financial condition. The Company’s outstanding indebtedness could also increase its vulnerability to adverse general economic and industry conditions; require the Company to dedicate a substantial portion of its cash flows from operating activities to payments on its indebtedness, thereby reducing the availability of the Company’s cash flows to fund working capital, capital expenditures, potential acquisitions, research and development efforts and other general corporate purposes; limit the Company’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; place the Company at a competitive disadvantage compared to its competitors that have less debt; and limit the Company’s ability to borrow additional funds on terms that are satisfactory to it or at all.
In 2020, the US Federal Reserve further decreased its benchmark interest rate to near zero in response to COVID-19. It is unclear when the US Federal Reserve may reverse its accommodating stance towards monetary policy but any such reversal or market expectation of such change may result in higher long-term interest rates. Such a transition may be abrupt and may, among other things, reduce the availability and/or increase the costs of obtaining new debt and refinancing existing indebtedness, negatively impact the market price of our common stock, and potentially decrease demand for the products of the Company and its customers.

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Certain loans and financing extended to the Company are made at variable rates that use the London Inter-bank Offered Rate ("LIBOR") as a benchmark for establishing the interest rate. LIBOR is the subject of recent proposals for reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to phase out LIBOR rates by the end of 2021. In November 2020, the phase out date was changed to June 30, 2023. Central banks around the world have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR based on observable market transactions. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years and that alternative reference rate(s) will be established. Although the full impact of such reforms and actions, together with any transition away from LIBOR, remains unclear, these changes may have a material impact on the Company. If LIBOR ceases to exist, the method and rate used to calculate the Company's variable-rate debt in the future may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on its obligations if LIBOR was available in its current form. The consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked loans and other financial obligations or extensions of credit held by the Company. The potential effect of any such event on the Company's cost of capital, financial results, and cash flows cannot yet be determined.
The Company may not be able to generate sufficient cash flow to meet its debt service obligations.
The Company’s ability to generate sufficient cash flows from operating activities to make scheduled payments on its debt obligations will depend on its future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative and business factors, many of which are outside of the Company’s control. If the Company does not generate sufficient cash flows from operating activities to satisfy its debt obligations, the Company may have to undertake alternative financing plans, such as refinancing or restructuring its debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. The Company cannot assure that any refinancing would be possible or that any assets could be sold on acceptable terms or otherwise. The Company’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its obligations on commercially reasonable terms, would have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, any refinancing of the Company’s debt could be at higher interest rates and may require the Company to comply with more onerous covenants, which could further restrict its business operations. Also, any additional issuances of equity would dilute the Company’s shareholders.
Despite the Company’s level of indebtedness, it will likely be able to incur substantially more debt. Incurring such debt could further exacerbate the risks to the Company’s financial condition described above.
The Company will likely be able to incur substantial additional indebtedness in the future. Although the credit agreement governing the 2018 Credit Facility contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. The restrictions also do not prevent the Company from incurring obligations that do not constitute indebtedness. To the extent new debt is added to the Company’s currently anticipated debt levels, the substantial leverage risks described above would increase.
Certain of the Company’s pension and other post-retirement benefit plans are partially funded or unfunded which could require Company contributions.
The Company’s pension and other post-retirement benefit plans currently have an unfunded deficit of $16.8 million as of December 31, 2020 as compared to $15.1 million at the end of 2019. For 2020 and 2019, the Company contributed $1.1 million and $1.3 million, respectively, to its wholly or partially funded pension plans and to beneficiaries for its unfunded other benefit plans. The Company may need to divert certain of its resources in the future in order to resolve this funding deficit. In addition, the Company cannot predict whether a change in factors such as pension asset performance or interest rates, will require the Company to make a contribution in excess of its current expectations. Also, the Company expects to contribute $1.4 million to satisfy its 2021 minimum funding requirement for its wholly or partially funded pension plans and to beneficiaries for its unfunded other benefit plans. Further, the Company may not have the funds necessary to meet future minimum pension funding requirements or be able to meet its pension benefit plan funding obligation through cash flows from operating activities.
Item 4:Information on the Company

Information about the Company can be found on the Company’s website at www.itape.com and under the Company’s profile on SEDAR at www.sedar.com (Canada) and on the SEC's website at www.sec.gov (United States).

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 A.HISTORY AND DEVELOPMENT OF THE COMPANY
The Company’s corporate headquarters is located at 9999 Cavendish Blvd., Suite 200, Ville St. Laurent, Québec, Canada H4M 2X5 and the address and telephone number of its registered office is 800 Place Victoria, Suite 3700, Montréal, Québec H4Z 1E9, c/o Fasken Martineau Dumoulin LLP, (514) 397-7400.
The Company's vision is to be the global leader in packaging and protective solutions. The Company strives to achieve its vision by empowering its team of talented employees, who proudly represent its values of people, passion, performance, integrity and teamwork. Together, the Company and its employees drive a strategy to strengthen the Company's product bundle, expand its global footprint, embrace sustainability and drive operational excellence.
In furtherance of these objectives, the Company has significantly expanded its business through internal growth and strategic acquisitions in recent years. The Company acquires businesses that either strategically fit within its existing business portfolio or expand its portfolio into a new and attractive business area. From 2015 through March 12, 2021 the Company has invested in several strategic business acquisitions with purchase prices totaling $370.7 million, as further described below in the Section entitled "Company History." The Company believes these acquisitions have provided and will continue to provide growth and improvement in the Company's competitiveness in what it believes are key markets and segments. The Company is actively considering additional acquisitions, investments and strategic alliances to strengthen its portfolio.
In 2016, the Company implemented a three year capital program focused on significant manufacturing facility rationalization initiatives to add capacity through the expansion of existing facilities and opening of new facilities. During the three year capital program from 2016 through 2019, the Company has invested approximately $259.2 million in capital expenditures. The Company funded three major projects as part of its 2016-2019 capital program: the water-activated tape greenfield facility, including a second line expansion project, in Midland, North Carolina; the Capstone woven products greenfield manufacturing facility in Karoli, India; and the carton sealing tape greenfield manufacturing facility in Dahej, India. As of the end of 2019, these projects were all successfully commissioned and put into operation, as further described below in the Section entitled "Company History."
In 2020, the Company announced plans to accelerate the Company's investments in its e-commerce-related production capacity in order to address a continued increase in demand in its e-commerce end market. During the year ended December 31, 2020, the Company invested approximately $16.4 million in capital expenditures related to e-commerce production initiatives, as further described below in the Section entitled "Business Overview."
Company History
The Company was established when Intertape Systems Inc., a predecessor of the Company, established a pressure-sensitive tape manufacturing facility in Montreal, Quebec, Canada. The Company was incorporated under the Canada Business Corporations Act on December 22, 1989 under the name “171695 Canada Inc.” On October 8, 1991, the Company filed a Certificate of Amendment changing its name to “Intertape Polymer Group Inc.” A Certificate of Amalgamation was filed by the Company on August 31, 1993, at which time the Company was amalgamated with EBAC Holdings Inc.
In October 2015, the Columbia, South Carolina facility (which the Company planned to relocate to a new property in Blythewood, South Carolina) was damaged by significant rainfall and severe flooding ("South Carolina Flood"). The damages sustained were considerable and resulted in the facility being permanently shut down and its duct tape, masking tape, and stencil production lines relocated to Blythewood, South Carolina earlier than planned. Since this relocation was completed in 2016, the Company has worked to restore production capabilities and commercialize its suite of masking tape and stencil product offerings produced in the Blythewood, South Carolina manufacturing facility. While navigating the challenges of doing so, the Company lost most of its sales in the South Carolina masking tape and stencil product lines and experienced significant delays in commercializing them in the new facility. During 2018, the Company finished commercialization of its post-South Carolina Flood stencil and remaining post-South Carolina Flood masking tape production. Since the commercialization of these products, the Company's efforts are focused on recapturing lost sales and growing new masking tape and stencil products sales. While the timing and extent of these recoveries are uncertain, the Company does expect incremental improvement over time. Total capital expenditures for this project from inception to completion totalled $60.7 million.
On April 7, 2015, the Company purchased 100% of the issued and outstanding common stock of BP Acquisition Corporation (which wholly-owned a subsidiary, Better Packages, Inc.) (“Better Packages”), a leading supplier of water-activated tape dispensers. The Company paid an aggregate purchase price of $15.2 million, net of cash acquired. The purchase of Better Packages extended the Company’s product bundle and global presence in the rapidly growing e-commerce market. BP
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Acquisition Corporation was liquidated and dissolved as of December 31, 2019, and the Better Packages acquired operations continue to operate under Better Packages, Inc. legal entity of which the Company owns 100% interest.
On November 2, 2015, the Company purchased 100% of the issued and outstanding common shares of RJM Manufacturing, Inc. (d/b/a “TaraTape”), a manufacturer of filament and pressure-sensitive tapes. The Company paid an aggregate purchase price of $11.0 million, net of cash acquired. As part of the Company’s plan to realize operational synergies from the TaraTape acquisition, the Company closed its Fairless Hills, Pennsylvania manufacturing facility and ceased its manufacturing operations as of December 31, 2016. In order to accommodate the related production volume, the Company leveraged production capacity in its Carbondale, Illinois and Danville, Virginia manufacturing facilities.
On February 16, 2016, the Company announced it would invest $44 to $49 million in the construction of a greenfield manufacturing facility in Midland, North Carolina, with a goal of increasing its manufacturing capacity of water-activated tapes by the end of 2017. The first production line at the Midland, North Carolina manufacturing facility was operational in the third quarter of 2017 and is operating at capacity. Total capital expenditures for this project from inception to completion totalled $48.6 million. As a result of the success of this project and the Company's expectation of further demand growth in water-activated tapes, in the third quarter of 2017, the Company began an initiative to double the capacity at the Midland, North Carolina facility ("Midland Expansion Project") by adding a second production line for an additional expected investment of $14.0 to $16.0 million. In February 2019, the Company successfully commissioned its second water-activated tape line as planned in terms of timeline and in line with expected capital expenditures. Total capital expenditures for this project from inception to completion totalled $13.4 million.
On September 16, 2016, IPG Mauritius Ltd., a newly formed subsidiary of the Company, under a share purchase agreement, dated September 2, 2016, purchased a 74% ownership stake in Powerband, a global supplier of acrylic adhesive-based carton sealing tapes and stretch films located in Daman, India, with the remaining 26% continuing to be held by the Desai family which founded the company in 1994. The Company paid an aggregate purchase price of $41.9 million, net of cash acquired. At the time, the Company also entered into various option agreements with the minority shareholders for the transfer of the remaining shares of Powerband under certain limited circumstances. On July 4, 2017, the Company and the minority shareholders executed a binding term sheet that confirmed that the Company's call option on all of the shares owned by the minority shareholders had been triggered and substantially reaffirmed the exit terms of the share purchase agreement. On November 16, 2018, the Company closed on the exercised call option to acquire the outstanding 26% interest in Powerband for $9.9 million and now owns all of the issued and outstanding common shares of Powerband.
In 2016, the Company approved a plan to expand Powerband's production capacity within the Daman, India manufacturing facility and to expand capacity by investing in the construction of a greenfield manufacturing facility in Dahej, India (the “Powerband Investment Projects”). Capital expenditures for the Powerband Investment Projects was estimated to total approximately $18.0 to $20.0 million. The plan for the additional capacity in the preexisting manufacturing facility was completed mid-2017. The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility in Dahej, India in the third quarter of 2019. Total capital expenditures from inception to completion totalled $21.4 million of which $1.5 million was spent in 2016, $7.3 million in 2017, $6.9 million in 2018, and $5.7 million in 2019.
In 2017, the Company purchased 99.7% of the issued and outstanding shares of Capstone Polyweave Private Limited, a newly-formed enterprise in India (doing business as "Capstone") for cash consideration of $5.1 million, net of cash acquired. The Company’s investment in Capstone is intended to reinforce its strategic position in woven products through vertical integration. At the time, the Company agreed to maintain a minimum 55% interest in Capstone ("Capstone Partnership") for total cash consideration of approximately $13 million, financed with funds available under its credit facilities.
As part of the Capstone Partnership, the Company partnered with the non-controlling shareholders of Capstone, who were also the shareholders and operators of Airtrax Polymers Private Limited (doing business as "Airtrax"). Airtrax manufactures and sells woven products that are used in various applications, including applications in the building and construction industry. On May 11, 2018, the Company acquired substantially all of the assets and assumed certain liabilities of Airtrax. As part of the agreement, the minority shareholders of Capstone contributed in kind certain assets and liabilities valued at $13.4 million and formerly attributed to Airtrax’s woven product manufacturing operations in exchange for newly-issued shares of Capstone. On August 10, 2018, the Company acquired additional existing and newly-issued shares of Capstone in exchange for $3.6 million in cash as part of the same overall transaction. As a result of these transactions, the Company established a controlling 55% ownership stake in Capstone with the minority shareholders of Capstone owning 45%, and concluded the set-up of the intended ownership structure of Capstone.
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As part of the Capstone Partnership, the Company approved a plan for the construction of a greenfield manufacturing facility in Karoli, India to produce woven products primarily for the Company's global distribution ("Capstone Greenfield Project"). The Capstone Greenfield Project began in 2017 with an expected cost of approximately $28.0 to $32.0 million in total. In 2019 the Company successfully completed the Capstone Greenfield Project and after a brief ramp up period is operating at full capacity. Total capital expenditures from inception to completion totalled $28.7 million of which $8.4 million was incurred in 2017, $16.9 million in 2018 and $3.4 million in 2019.
On July 1, 2017, the Company acquired substantially all of the assets of Canadian Technical Tape Ltd. (d/b/a "Cantech"), formerly a privately company and a North American supplier of industrial and specialty tapes based in Montreal, for an aggregate purchase price of $67.0 million, net of cash acquired. The assets included the shares of Cantech Industries Inc., Cantech’s US subsidiary (collectively, the “Cantech Acquisition”). The Cantech Acquisition enhanced the Company's product offering and added additional distribution channels for the Company's products in Canada, the US and Europe. In the third quarter of 2018, the Company announced that it would close Cantech's Johnson City, Tennessee manufacturing facility to further expand on operational synergies gained from the Cantech Acquisition. The Company closed the Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. In April of 2019, the Company announced that it would close Cantech's Montreal, Quebec manufacturing facility and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the manufacturing facility at the end of 2019.
On August 3, 2018, the Company acquired 100% of the outstanding equity value in Polyair Inter Pack Inc. (“Polyair”) for an aggregate purchase price of $145.0 million, net of cash acquired. Polyair, formerly a private company, is in the protective packaging business with seven manufacturing facilities and a distribution center in North America. Polyair's products include bubble cushioning, foam, mailers and inflatable systems. The acquisition strengthened the Company's product bundle and brings additional scale in protective packaging solutions.
On December 17, 2018, the Company acquired substantially all of the operating assets of Maiweave, LLC ("Maiweave") for an aggregate purchase price of $20.8 million, net of cash acquired. Maiweave products are used in applications such as grain and salt pile covers, pit and pond liners, shelter fabrics, outdoor media, and lumber mill packaging. The acquisition strengthened the Company's existing product bundle and adds additional capacity and scale in woven products.
On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (together "Nortech" or the "Nortech Acquisition") for an aggregate purchase price of $46.5 million, net of cash balances acquired and including potential earn-out consideration of up to $12.0 million, contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date. Excluding working capital adjustments, cash balances acquired and the contingent consideration noted above, the purchase price was $36.5 million. As of the date of the Nortech Acquisition, the Company determined it probable that the entire amount of contingent consideration would be paid after the two year anniversary date. During the second quarter of 2020, management concluded that any payment toward this obligation was no longer probable due to the impact of, and macroeconomic events resulting from, COVID-19 since the date of acquisition and the continued uncertainty surrounding the pandemic. As a result, the Company recorded an adjustment to the related liability, with an off-setting gain (net of accretion expense) recorded in finance costs in other finance expense (income), net. Nortech manufactures, assembles and services automated packaging machines. The custom-infeed and robotic solutions for packaging applications are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. The acquisition expanded the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. The acquisition also adds engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. The Company expects these new capabilities will allow it to service customers experiencing growth pressures that require a customized automation solution.

 B.BUSINESS OVERVIEW
The Company is a recognized leader in the development, manufacture and sale of a variety of paper- and film- based pressure sensitive and water-activated tapes, polyethylene and specialized polyolefin films, protective packaging, engineered coated products and packaging machinery for industrial and retail use. The Company provides packaging and protective solutions for industrial markets in North America, Europe and other geographies. Headquartered in Montreal, Quebec and Sarasota, Florida, IPG employs approximately 3,600 employees with operations in 31 locations, including 21 manufacturing facilities in North America, four in Asia and one in Europe as of March 12, 2021.
The Company’s products primarily consist of carton sealing tapes, including pressure-sensitive and water-activated tapes; packaging equipment; industrial and performance specialty tapes including masking, duct, electrical, foil, process
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indicator, sheathing, sports and reinforced filament tapes; protective packaging solutions including inflatable systems, mailer products, bubble cushioning, paper void fill, thermal solutions and protective foam roll stock; stencil products; shrink film; stretch wrap; lumber wrap, structure fabrics, geomembrane fabrics; and non-manufactured flexible intermediate bulk containers. Most of the Company’s products are made from similar processes. A vast majority of the Company’s products, while brought to market through various distribution channels, generally have similar economic characteristics.
The Company has assembled a broad range of products by leveraging its manufacturing technologies, research and development capabilities, global sourcing expertise and strategic acquisitions. Over the years, the Company has made a number of strategic acquisitions intended to offer a broader range of products to better serve its markets. The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets. The Company's largest end-markets as of December 31, 2020 were: general manufacturing, fulfillment/e-commerce, food and beverage, building and construction, retail and transportation.(1)
(1)Represents management estimates as the Company does not have access to exact point of sale data.
Overview of Periods

2018

Acquisitions and Other Investments

On August 3, 2018, the Company acquired 100% of the outstanding equity value in Polyair, a formerly a private company, in the protective packaging business with seven manufacturing facilities and a distribution center in North America. Polyair's products include bubble cushioning, foam, mailers and inflatable systems. The acquisition strengthens the Company's product bundle and brings additional scale in protective packaging solutions.

On December 17, 2018, the Company acquired substantially all of the operating assets of Maiweave, an integrated US manufacturer of engineered coated polyolefin fabrics. This acquisition strengthens the Company's product bundle, provides additional scale to support growing demand in woven products, and adds capacity that is in close proximity to growing markets.

The Polyair Acquisition and Maiweave Acquisition are further described above in the Section above entitled "History and Development of the Company."

Additionally, as part of the Capstone Partnership, on May 11, 2018, the Company acquired substantially all of the assets and assumed certain liabilities of Airtrax. Under the new arrangement, the Company controls a fully-operative woven manufacturing facility in Chopanki, India and is continuing to partner with the minority shareholders of Capstone to serve the transferred Airtrax customers. As part of the agreement, the minority shareholders of Capstone contributed in kind certain assets and liabilities valued at $13.4 million formerly attributed to Airtrax’s woven product manufacturing operations in exchange for shares of Capstone and the Company acquired additional shares of Capstone in exchange for $3.6 million in cash. As a result of these transactions, the Company now has a controlling 55% ownership stake in Capstone with the minority shareholders of Capstone owning 45%, concluding the final steps of the ownership structure of the Capstone Partnership. Details on the Capstone Partnership are further described above in the Section above entitled "History and Development of the Company."

On November 16, 2018, the Company closed on its previously exercised call option to acquire the outstanding 26% interest in Powerband for $9.9 million. The Company held the option under a shareholders' agreement with the minority shareholders of Powerband. The Company now owns all of the issued and outstanding common shares of Powerband. The Company had already transitioned all management responsibilities to a Company-appointed senior management team, so this transaction has not had any impact on day-to-day operations. Details on Powerband are further described in the Section entitled "History and Development of the Company."

Capital Expenditures
Capital expenditures during 2018 totalled $75.8 million, and were primarily to support the following strategic and growth initiatives: the Capstone Greenfield Project ($16.9 million), the expansion project at the Midland manufacturing facility ($8.0 million), the Powerband Investment Projects ($6.9 million), the shrink film capacity expansion at the Tremonton, Utah manufacturing facility ($4.8 million), and the expansion of the Company’s specialty tape product offering ($1.0 million). Details of the Midland Expansion Project, the Capstone Greenfield Project and the Powerband Investment Project, are further described above in the Section entitled "History and Development of the Company."
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Other Significant Events

In February 2018, one of the Company’s wholly-owned subsidiaries entered into a partially forgivable loan for up to €8.2 million ($10.2 million). The loan was entered into with Agencia para Investmento Comercio Externo de Portugal, EPE, the Portuguese agency for investment and external trade, as part of financing a capital expansion project. Based on the terms of the agreement, 60% of the loan will be forgiven in 2022 based on satisfying certain 2021 targets, including financial metrics and headcount additions. The partially forgivable loan is non-interest bearing and semi-annual installments of principal are due beginning in December 2020 through June 2026.

On February 6, 2018, Capstone entered into an Indian Rupee ("INR") 975.0 million ($15.0 million) unsecured credit facility consisting of an INR 585.0 million ($9.0 million) term loan facility for financing capital expenditures and a INR 390.0 million ($6.0 million) working capital facility. The credit facility bears interest based on the prevailing Indian Marginal Cost-Lending Rate or USD Libor Rate and matures in June 2023. Funding under the 2018 Capstone Credit Facility is not committed and could be withdrawn by the lender with 15 days' notice.

On March 7, 2018, the Board of Directors approved the addition of restricted share units ("RSUs") as an available cash-settled award type under the Amended and Restated Performance and Restricted Share Unit Plan ("PRSU Plan"). Grants of RSUs to employees of the Company are on a discretionary basis and subject to the Board of Directors’ approval. The purpose of a RSU is to provide award holders with a proprietary interest in the Company to: (a) increase the incentives of those award holders who share primary responsibility for the management, growth and protection of the business of the Company; (b) furnish an incentive to such award holders to continue their services for the Company; and (c) provide a means through which the Company may attract potential employees.

On June 7, 2018, the Board of Directors appointed Mr. James Pantelidis as the new Chairman of the Board following the retirement of the former Chairman, Mr. George J. Bunze.

On June 14, 2018, the Company entered into a five-year, $600.0 million credit facility (“2018 Credit Facility”) with a syndicated lending group, refinancing and replacing the Company's previous $450.0 million credit facility that was due to mature in November 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. 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. In securing the 2018 Credit Facility, the Company incurred debt issue costs amounting to $2.7 million. For a copy of the 2018 Revolving Credit Facility Agreement, as amended, see Exhibit 4.6 to this Form 20-F.
    
On July 4, 2018, Powerband entered into an INR 1,300.0 million ($19.0 million) credit facility (“2018 Powerband Credit Facility”), replacing Powerband's previous outstanding term loan and revolving line of credit. In December 2018, Powerband amended the 2018 Powerband Credit Facility to reallocate and increase its credit limit by INR 100 million ($1.4 million). Borrowings under the Powerband Credit Facility are secured by a charge on certain current and fixed assets of Powerband. Funding under the 2018 Powerband Credit Facility is not committed and could be withdrawn by the lender with 10 days' notice. During 2020, the term loan portion of the Powerband Credit Facility was repaid in full while the working capital facility in the amount of INR 375 million ($5.1 million) continues to remain available.

On July 18, 2018, the TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2019. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase.

On September 12, 2018, the Company made an $11.3 million discretionary contribution to its US defined benefit pension plans. These plans are now wholly funded on an accounting basis and as a result, the Company expects to reduce future contribution requirements and certain plan administration expenses.

In the third quarter of 2018, the Company announced that it would close the Johnson City, Tennessee manufacturing facility to further expand on operational synergies gained from the Cantech Acquisition. The Company closed
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the Johnson City, Tennessee manufacturing facility at the end of 2018 and subsequently sold the facility in June 2019. The Cantech Acquisition is further described above in the Section entitled "History and Development of the Company."

On October 15, 2018, the Company completed the private placement of $250.0 million 7% senior unsecured notes due in 2026 (the "Senior Unsecured Notes"). The Senior Unsecured Notes resulted in net proceeds to the Company, after deducting $5.1 million in debt issue costs, of approximately $244.9 million. The Company used the net proceeds from the Senior Unsecured Notes to repay a portion of the borrowings outstanding under the 2018 Credit Facility and to pay related fees and expenses, as well as for general corporate purposes. The Company believes the Senior Unsecured Notes provide optimal flexibility to allocate capital to the business at a fixed interest rate. For a copy of the Senior Unsecured Notes indenture, see Exhibit 2.3 to this Form 20-F.

2019

Capital Expenditures
Capital expenditures for the year ended December 31, 2019 totalled $48.2 million and were primarily to support the end stages of the Powerband Investment Projects ($5.7 million) and the Capstone Greenfield Project ($3.4 million) and various other smaller-scale strategic and growth initiatives, including projects to support the integration of acquired operations.

The Company successfully completed the Capstone Greenfield Project and after a brief ramp up period is now operating at full capacity. The investment decision to build a woven product greenfield facility in India has met its objective through both structurally and materially improving the profitability and contribution to results of this business.

The Company completed the commissioning of production processes associated with the greenfield carton sealing tape manufacturing facility as part of the Powerband Investment Projects. Subsequent production ramp up to optimal operating efficiency and order book generation is expected to be slower than initially anticipated and as a result, sales from this manufacturing facility did not make a significant contribution to results in 2019 or 2020. The Company does not expect to achieve an after-tax internal rate of return greater than 15% on this investment based on the original plan for the facility but continues to assess plans to optimize this asset.

Other Significant Events
In April of 2019, the Company announced that it would close its Montreal, Quebec manufacturing facility to further expand on operational synergies gained from the Cantech Acquisition and by August 2019 had transferred substantially all manufacturing operations to its other existing manufacturing facilities. The Company completed the closure of the manufacturing facility at the end of 2019. The Cantech Acquisition is further described above in the Section entitled "History and Development of the Company."

On June 6, 2019, the Company announced the appointment of Ms. Dahra Granovsky, of Toronto, Ontario, as a new board member of the Company.

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.

On July 19, 2019, TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2020. There were no shares repurchased.

On August 7, 2019, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 5.4% from $0.56 to $0.59 per share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.
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2020

Acquisition
On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech for an aggregate purchase price of $46.5 million, net of cash balances acquired. Excluding working capital adjustments, cash balances acquired and the contingent consideration noted above, the purchase price was $36.5 million. Nortech manufactures, assembles and services automated packaging machines. The custom-infeed and robotic solutions for packaging applications are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. The acquisition expanded the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. The acquisition also adds engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. The Company expects these new capabilities will allow it to service customers experiencing growth pressures that require a customized automation solution.
The purchase price includes potential earn-out consideration of up to $12.0 million, contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date. These provisions require the Company to pay up to $12.0 million to the former owners of Nortech should the acquired assets generate an excess of certain profit thresholds as defined in the asset purchase agreement, measured over the two-year period following the date of acquisition.
As of the date of the Nortech Acquisition, management determined it probable that the entire amount of contingent consideration would be paid after the two-year anniversary of the acquisition date, and therefore recorded a $10.8 million financial liability in the opening balance sheet for Nortech, representing the discounted net present value of the $12.0 million potential obligation.
During the second quarter of 2020, management concluded that any payment toward this obligation was no longer probable due to the impact of, and macroeconomic events resulting from, COVID-19 since the date of acquisition and the continued uncertainty surrounding the pandemic. The COVID-19 pandemic has created, what management believes to be, short-term changes in market conditions surrounding Nortech's legacy business including: delays in customer approvals on new machines and installations and changes in customer capital expenditure behavior resulting in significantly fewer orders from successful lead generation. In addition, new product opportunities currently in the early design stages are expected to experience some delay.
As of December 31, 2020, management continues to believe that any amount of payment toward this obligation is not probable for the same reasons and, therefore, the Company continues to estimate the fair value of the obligation to be nil. The fair value of the contingent consideration will continue to be reassessed at each reporting date with any changes to be recognized in earnings in finance costs in other finance expense (income), net.
Capital Expenditures
Capital expenditures for the year ended December 31, 2020 totalled $45.8 million and were primarily for investments in e-commerce-related production capacity, maintenance needs, initiatives supporting the efficiency and effectiveness of operations and other strategic initiatives. All of the Company's strategic and growth initiatives are expected to yield an after-tax internal rate of return greater than 15%.
Other Significant Events
Beginning in December 2019, COVID-19 has been spreading rapidly through the world, including the United States, Canada, India and Europe (where, collectively, significant portions of the Company’s operations are located and its sales occur). Variants of COVID-19 have been reported in certain countries. The impact of the virus varies from region to region and from week to week. During 2020, the Company has implemented measures to prioritize the health and safety of its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders, Details on the Company's response to COVID-19 are further described above in the Section entitled "Risk Factors" as well as below in the Section entitled "Human Capital".
On July 21, 2020, TSX approved the renewal of the Company's NCIB, under which the Company is entitled to repurchase for cancellation up to 4,000,000 common shares over the twelve-month period ending July 22, 2021. The purchases by the Company will be effected through the TSX or other alternative trading systems in Canada, and will be executed at the market price of the shares at the time of the purchase. As of March 12, 2021, there were no shares repurchased.
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On October 15, 2020, the Company announced the appointment of Ms. Jane Craighead and Mr. Chris R. Cawston, each of Ontario, Canada as new board members of the Company.
On November 11, 2020, the Board of Directors amended the Company’s dividend policy by increasing the annualized dividend by 6.8% from $0.59 to $0.63 per common share. The Board’s decision to increase the dividend was based on the Company’s strong financial position and positive outlook.
(1)    Products, Markets and Distribution
The Company's unique bundle of products positions it to serve the market with a broad and comprehensive range of packaging, protective and industrial product solutions. The Company believes that its broad and unique product bundle is a key competitive advantage. The portfolio of products is valuable to the Company’s customers as it contributes to the flexibility of its distributor partners by allowing them to offer a solutions-oriented approach to address specific end user needs, creates operating efficiencies and lowers operating costs. Management believes this flexibility is unique to the Company and differentiates the Company from its competitors.
The Company's broad assortment of stocked products are available from distribution centers located in California and Virginia. These distribution centers are a key component of the Company's enhanced supply chain management strategy. Each distribution center offers a wide range of products which allows customers to benefit from access to the Company’s core products. Additionally, the Company has a distribution center located in Brockville, Ontario that services the Canadian market and a distribution center located in Sacramento which services the Northern California and Pacific Northwest geographies. As a result, the Company is able to efficiently supply a broad range of products following a customer order, which provides the intended flexibility to distributor partners while lowering their transaction costs.
    (a) Tapes
The Company manufactures a variety of paper and film based tapes, including pressure-sensitive and water-activated carton sealing tapes, and industrial and performance specialty tapes including double-coated, duct, electrical and electronic, filament, flatback, foil, paper, polyethylene, process indicator, sheathing, sports and stencil products. The Company also provides complementary packaging systems which dispense and/or apply the companies pressure-sensitive and water-activated tape products.
Management believes the Company is the only packaging company that manufactures carton sealing tapes using all four adhesive technologies: hot melt, acrylic, natural rubber and water-activated. As a vertically integrated manufacturer, the Company believes it has distinctive capabilities, relative to its competitors, to produce its own film and adhesives used in the manufacture of its finished tape.
The Company’s tape products are manufactured and primarily sold under the Company’s Intertape™, American®, Anchor®, Cantech® and Tuck® brands to industrial distributors and retailers and are manufactured for sale to third parties under private brands.
For the years ending December 31, 2020, 2019, and 2018, tapes accounted for 59%, 57%, and 64%, respectively, of the Company’s revenue.
The Company’s tape products consist of three main product groups, Carton Sealing Tapes, Industrial & Specialty Tapes and Machinery.
Carton Sealing Tapes
Carton sealing tapes are sold primarily under the Intertapeand Cantech® brands to industrial distributors and leading retailers, as well as to third parties under private brands. Management believes the Company is the only company that produces carton sealing tapes using all four adhesive technologies: hot melt, acrylic, natural rubber and water- activated. The Company also sells the application equipment required for the dispensing of its carton sealing tapes.
Hot Melt Tape
Hot melt carton sealing tape is a polypropylene film coated with a synthetic rubber adhesive which is suitable for a wide range of applications. Typical applications include manual and automatic box sealing for industries such as moving and storage, general shipping and mailing, fulfillment, food processing, pharmaceutical and general manufacturing, as well as
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package repair and bundling. Some varieties can be used in cooler temperature applications (down to 35 degrees Fahrenheit) or to seal high recycled content boxes.
The Company’s primary competitors for this product are 3M Co., Shurtape Technologies LLC and Vibac Group.
Acrylic Tape
Acrylic carton sealing tape is a polypropylene film coated with a pressure-sensitive acrylic adhesive. The Company's product range can accommodate a variety of performance applications. This product is best suited for applications where resistance to aging, weathering and discoloration as well as ultraviolet light exposure tolerance, are important. Typical applications include manual and automatic box sealing for industries such as long-term storage, consumer and retail, food processing, produce, floral, and pharmaceutical. This product can be used in cooler temperature box sealing applications (down to 32 degrees Fahrenheit).
The Company’s primary competitors for this product are 3M Co., Primetac (Pitamas), Vibac Group and other imported Asian products.
Natural Rubber Tape
Natural rubber carton sealing tape is a polypropylene film coated with natural rubber adhesive and is unique among the carton sealing tapes because of its robust adhesion properties. This tape is ideally suited for conditions involving hot, dusty, humid or cold environments. Typical uses include moving and storage industry applications, as well as packaging and shipping. The Company’s primary competitors for this product are Vibac Group and imported products from Europe.
Water-Activated Tape
Water-activated carton sealing tape is typically manufactured using a filament reinforced kraft paper substrate and a starch based adhesive that is activated by water. Water-activated tape is used primarily in applications where a strong mechanical bond or tamper evidence is required. Typical end-use markets include retail fulfillment centers, third-party logistics providers (“3PLs”), furniture manufacturers and the apparel industry. The Company’s primary competitors for this product are Holland Manufacturing Co. Inc. and other imported products.
Industrial & Specialty Tapes
The Company produces the following industrial and specialty products sold primarily under the Intertape™, American®, Anchor®, Cantech® and Tuck® brands: double-coated, duct, electrical and electronic, filament, flatback, foil, polyethylene, paper, process indicator, sheathing, sports and stencil products.
Double-Coated Tape
Double-coated tape is manufactured from a paper, foam, or film substrate and is coated on both sides with a variety of adhesive systems. Double-coated tape also uses a release liner made from paper or film that prevents the tape from sticking to itself. Double-coated tape is typically used to join two dissimilar surfaces. The Company’s double-coated tape products are used across a range of markets that include aerospace, graphics, transportation, converting and nameplates. The Company’s primary competitors for this product are 3M Co., Tesa Tape, Inc., Scapa Group plc. and imported Asian products.
Duct Tape
Duct tape is manufactured from a polyethylene film that has been reinforced with scrim and coated with natural/synthetic rubber blend adhesive or specialty polymer adhesives. Duct tape is primarily used by general consumers for a wide range of applications. Duct tapes are also used in maintenance, repair and operations, in the HVAC (heating, ventilation and air conditioning) markets, construction and in the convention and entertainment industries. The Company’s primary competitors for this product are Berry Global Inc., 3M Co., Shurtape Technologies, LLC. and imported Asian products.
Electrical and Electronic Tape
Electrical and electronic tape is manufactured from a number of different substrates, including paper, polyester, glass cloth and a variety of adhesive systems that include rubber, acrylic and silicone adhesives. Electrical and electronic tapes are engineered to meet stringent application specifications and many electrical and electronic tapes are Underwriters
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Laboratories (UL) component listed. The Company’s primary competitors for this product are 3M Co., Nitto Denko, Saint Gobain and Bondtec.
Filament Tape
Filament tape is a film or paper-backed adhesive tape with fiberglass, polyester fibers embedded in the adhesive to provide high tensile strength. Primary applications for filament tape include temporary holding, bundling and unitizing (strapping), subsea umbilical cables (oil and gas), metal coil tabbing, and agricultural applications. The Company’s primary competitors for this product are 3M Co. and Shurtape Technologies, LLC.
Flatback Tape
Flatback tape is manufactured using a smooth kraft paper substrate and is typically coated with a natural rubber/SIS blended adhesive. Flatback tape is designed with low elongation and is widely used in applications such as splicing where the tape should not be distorted. Typical applications for flatback tape include splicing, printable identification tapes, label products and carton closure. The Company’s primary competitors for this product are 3M Co. and Shurtape Technologies, LLC.
Foil Tape
Foil tape is manufactured using an aluminum substrate and a variety of adhesive systems. The tape is designed for applications that range from HVAC, building and construction, aerospace, transportation, industrial, and general purpose. The products are UV resistant, have reflective and flame-retardant properties, and remain flexible to resist cracking and lifting around irregular or curved surfaces. The Company’s primary competitors for this product are 3M Co., Berry Global Inc. and Avery Dennison Corp.
Paper Tape
Paper tape is manufactured from a crepe paper substrate coated with a natural rubber or a synthetic rubber adhesive. Paper tape is used for a variety of performance and general purpose end-use applications. Product applications include paint masking (consumer, contractor, automotive, aerospace and marine), splicing, bundling/packaging, and general light duty applications. The Company’s primary competitors for this product are 3M Co., Shurtape Technologies, LLC, and Tesa Tape, Inc.
Polyethylene Tape
Polyethylene tapes are manufactured from a polyethylene film that is coated with a synthetic rubber adhesive. Polyethylene tapes are used primarily in the construction industries, restoration & remediation markets and entertainment & convention industry for a variety of applications including patching, stucco masking, seaming and sealing, bundling & wrapping, splicing & surface protection, vapor barrier, marine protection, tarp repair and carpet seaming. The Company's primary competitors for these products are Berry Global Inc. and Scapa.
Process Indicator Tape
Process indicator tape (Type 1) is primarily paper-backed on which indicator lines are printed using different ink systems and are then coated with a variety of adhesive systems. These Type 1 process indicator tapes are designed to seal packs exposed to different sterilization processes (steam, ethylene-oxide, and plasma). The indicator tape distinguishes between items processed and unprocessed by color change indicator lines printed on the backing. The Company's primary competitors for these products are 3M Co., Johnson & Johnson, and a number of smaller manufacturers from various geographies.
Sheathing Tape
Sheathing tape is manufactured from a treated polypropylene film substrate coated with an acrylic adhesive. Sheathing tape is primarily sold into the building and construction industry for applications involving the sealing of joints and seams of housewrap, polyethylene vapor barrier material and other insulation materials that form the building envelope. The Company's primary competitors for these products are 3M Co. and Berry Global Inc.
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Sports Tape
Sports tapes are manufactured from a cloth substrate and an adhesive coating. A variety of adhesive systems are used in the production of sports tapes. These tapes are used in the sports industry, both professional and amateur, as trainer’s tape and for various equipment protection applications. The Company’s primary competitors for this product are Scapa and North American Tapes.
Stencil Products
Stencil products are manufactured from a range of poly films coated single or double sided with acrylic or rubber based adhesives. Stencil products are used in applications within the sign and monument manufacturing markets to protect a surface where high pressure blasting is required. The Company’s primary competitors for this product are 3M Co. and UBlast Stencil.
Machinery
Packaging Systems
The Company provides complementary packaging systems under the Better Pack® and Interpack™ brands. Machinery that makes up the Company’s complementary packaging systems include, but are not limited to, mechanical systems for case sealing applications with the use of long roll carton sealing tape, as well as water-activated tape produced by the Company and a variety of tape dispensers. These machines are used in production lines at the packaging level. They are also widely used in the fulfillment industries. These systems add value by providing efficient packaging processes to a variety of industrial customers. The Company’s primary competitors in this market are 3M Co., Loveshaw, BestPack, Marsh and Phoenix.
Packaging Automation
The Company provides automation solutions for industrial applications under the Nortech Packaging™ and Tishma Technologies™ brands. Solutions provided under these brands include the design, assembly and service of automated packaging systems such as custom infeed and robotics for carton sealing, case erecting, pouch packaging and palletizing applications. These solutions are commonly utilized in food packaging, pharmaceutical, e-commerce, confectionary, personal care, cosmetics and beverage applications. The Company's primary competitors in this market are ADCO Manufacturing, Combi Packaging Systems LLC, Delkor Systems Inc, Douglas Machine Inc. and Pearson Packaging Systems.
(b)Films
The Company manufactures shrink film and stretch wrap as well as a variety of polyethylene and specialized polyolefin films for industrial and retail use. As a vertically integrated manufacturer, the Company uses internally manufactured films to produce tape products. The Company’s film products are marketed under the Company’s brands including SuperFlex® and StretchFlex® stretch wrap; ExlfilmPlus® and Exlfilm® shrink film. The Company's film products are marketed to industrial distributors and retailers and are manufactured for sale to third parties under private brands.
For the years ending December 31, 2020, 2019, and 2018, films accounted for 15%, 16%, 18%, respectively, of the Company’s revenue.
The Company primarily produces two film product lines: (1) SuperFlex® and StretchFlex® stretch wrap; and (2) ExlfilmPlus® and Exlfilm® shrink film.
Stretch Wrap
Stretch wrap is a single or multi-layer plastic film that can be stretched without application of heat and which has the characteristic of trying to return to its original length thereby applying force on the wrapped load. It is used industrially to wrap pallets of various products ensuring a solid load for shipping. The Company uses technology that it believes is state-of-the-art for the manufacturing of its stretch film products.
SuperFlex® is a high performance, light gauge stretch film which offers customers good security for their loads but at a low cost per load. Genesys®, Genesys®HT, Genesys®Ultra, Genesys®Ultra Plus, Prolite® and Orbit Air™ are SuperFlex® brand products. Amtopp, Berry Global Inc., Malpack (Canada) and Paragon Films produce competitive products.
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StretchFlex® is the Company’s regular duty, typically a heavier gauge of stretch film which also provides the customer with secure loads at a low price per pound. SFI, SSC, SFIII, Hand Wrap II and Hand Wrap IV are StretchFlex® brand products. Competitors for this product include Berry Global Inc., Sigma Plastics Group and Amtopp.
Shrink Film
Shrink film is a specialty plastic film which shrinks under controlled heat to conform to a package’s shape. The process permits the over-wrapping of a vast array of products of varying sizes and dimensions with a single packaging line. ExlfilmPlus® and Exlfilm® are used to package paper products, food, toys, games, sporting goods, hardware and housewares and a variety of other products. The Company’s primary competitors for this product are Sealed Air Corp., Clysar LLC and Syfan SAAD.
(c) Protective Packaging
The Company manufactures and markets a full line of protective packaging solutions: air pillows, bubble cushioning, mailers, paper void fill and cushioning, protective foam roll stock, protective packaging systems, thermal solutions and a complete line of anti-corrosion packaging products. The Company’s protective packaging products are marketed under the Company’s brand, Polyair™ and VCI2000(R) brands.
For the years ending December 31, 2020, 2019, and 2018, protective packaging accounted for 13%, 12%, 5%, respectively, of the Company’s revenue.
Air Pillows
Air pillows are manufactured from polyethylene film and are inflated at the point of use with an inflatable system. Air pillows are used as packaging material for void fill and cushioning applications. The Company's product line also includes bubble-on-demand solutions, which are manufactured from polyethylene film and inflated into a cushioning product at point of use with the same inflatable systems as air pillows. Typical end-use markets for air pillows and bubble-on-demand include e-commerce fulfillment, third-party logistics providers ("3PLs"), retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Pregis Corp., Sealed Air Corp., and Storopack, Inc.
Bubble Cushioning
Bubble cushioning, which is manufactured from polyethylene film and encapsulated air is one of the most commonly used forms of protective packaging for void fill and cushioning applications. Bubble cushioning is also used for wrapping and surface protection. Typical end-use markets for bubble cushioning include manufacturing, e-commerce fulfillment, third-party logistics providers ("3PLs"), retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Sealed Air Corp and Pregis Corp.
Mailers
The Company's mailer product line includes a complete line of padded paper mailers marketed under the Curby™ brand, as well as paper bubble mailers, plastic bubble mailers and polyethylene courier mailers marketed under the Polyair™ brand. Mailers are durable and lightweight, can be custom printed, and available in standard sizes. The Company’s primary competitors for this product are PAC Worldwide and Sealed Air Corp.
Paper Void Fill & Cushioning
Paper void fill and cushioning consists of kraft paper which is automatically crumpled at the point of use with a paper system machine. Typical end-use markets for paper void fill and cushioning include manufacturing, e-commerce fulfillment, 3PLs, retail fulfillment houses and contract packaging operations. The Company’s primary competitors for this product are Pregis Corp., Ranpak, Sealed Air Corp., and Storopack, Inc.
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Protective Foam
Protective foam is a low-density polyethylene product that protects and cushions. Protective foam products provide an excellent surface protection and cushioning for everything from sporting goods to auto parts. These products also include specialized value-added products where films are laminated using both foam and bubble in the manufacturing process. The Company’s primary competitors for this product are Pregis Corp and Sealed Air Corp.
Protective Packaging Systems
The Company's Protective Packaging Systems consist of Inflatable Systems and Paper Systems that are marketed under the AirSpaceTM and PaperSpaceTM brands. Inflatable Systems are high performance machinery that deliver protective packaging materials such as air pillows and bubble-on-demand solutions at customer facilities. These systems are installed on-site for customers and offers users adjustable air-fill control, multiple pillow size selection and bubble on demand configurations. The Company's primary competitors for protective packaging systems include Pregis Corp, RanPak, Sealed Air Corp., and Storopack, Inc.
Thermal Solutions
The Company's thermal solutions product offering consists of metalized film laminated to bubble cushioning. These thermal solutions are available as metalized roll stock and as preformed metalized mailers. The Company also markets a range of thermal insulated packaging in the form of insulated mailers and packaging inserts. These products are typically used in cold chain shipments to help maintain consistent temperatures. The Company’s primary competitors for these products are Kodiak Kooler, PAC Worldwide, Pregis Corp, Sealed Air Corp. and TemperPack.
Vapor Corrosion Inhibitor ("VCI") Anti-Corrosion Packaging
The Company's VCI2000® brand anti-corrosion, nitrite-free packaging products are produced in a variety of forms such as VCI poly bags, VCI papers, VCI emitters, and VCI films. When metal objects are packed in the Company's VCI products, the VCI molecules volatilize and migrate with the air, then condense on all metal surfaces, reaching exposed and recessed areas which protects these surfaces from corrosion. The Company's primary competitors for these products are Cortec, Zerust, Daubert Cromwell and Armor.
    (d) Engineered Coated Products
The Company develops and manufactures innovative industrial packaging, protective covering, barrier and liner products utilizing engineered coated polyolefin fabrics, nonwovens and other laminated materials. Its products are sold through multiple channels in a wide number of industries including membrane structures, building and construction, oil and gas, lumber, and agriculture.
The Company’s engineered coated fabrics are categorized in four markets: building and construction, agro-environmental, specialty fabrics, and industrial packaging. For the years ending December 31, 2020, 2019, and 2018, engineered coated fabric products accounted for 13%, 14% and 12%, of the Company’s revenue, respectively.
Building and Construction Products
The Company’s building and construction product group includes protective wrap for kiln dried lumber, membrane barrier products such as house wrap, window and door flashing, membrane structure fabrics used in clear span buildings, synthetic roof underlayment, and insulation facing, which are used directly in residential and commercial construction. The Company also supplies packaging over-wrap sleeves for unitizing multiple bags of fiberglass insulation. The Company’s primary competitors for these products include Owens Corning, Berry Global Inc., Dupont, and various producers from India, China and Korea.
Lumber wrap
The Company’s lumber wrap is used to package, unitize, protect and brand lumber during transportation and storage. The product is available in polyethylene or polypropylene coated fabrics printed to customer specifications. The Company’s primary competitor is Owens Corning.
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Membrane Structure Fabrics
NovaShield® is a lightweight, wide-width, and durable polyolefin fabric used as the outer skin layer for membrane structures. The introduction and continuous improvement of the NovaShield® fabric in the membrane structure market has enabled membrane structure manufacturers to expand the use of this product beyond agricultural applications. New applications include agriculture barns, commercial and industrial structures, amphitheaters, recreational facilities, trade show pavilions, aircraft hangers, and casinos. Developments in the product line include NovaShield® Elite, a film laminated product with an industry leading 20-year warranty and a suite of products produced for the greenhouse market. The Company sells the Nova-Shield® fabrics to membrane structure manufacturers who design, fabricate, and install the structures. The Company’s primary competitors are Berry Global Inc. and a number of PVC (polyvinyl chloride) producers.
Roof Underlayment
The Company’s synthetic roof underlayments are installed on the roof before slate, tile or shingles for an extra layer of protection against water damage. The Company’s roofing underlayments are lighter and easier to install than standard #15 and #30 asphalt felts. To meet market needs, the Company has implemented a three-tiered (“Good, Better, Best”) approach in an attempt to reach all market segments. The Company’s primary competitors in this market are Owens Corning, GAF, a variety of roofing felt producers and a number of competitors from India, China and Korea.
Housewrap
The Company's housewrap products consist of polypropylene or polyethylene fabric coated with an advanced breathable coating. These breathable products protect the building during construction and allow vapor and condensation to escape from wall cavities. The Company's primary competitors of these products are Dupont and Berry Global Inc.
Flashing
The Company's flashing products are composed of polypropylene (PP) woven fabric with a highly aggressive pressure-sensitive adhesive and an easily removable split release liner. These products are designed to create a weather resistant barrier around door and window openings. The Company’s primary competitors are 3M and Dupont.
Agro-Environmental Products
The Company has developed a range of Agro-Environmental products, including bags for packaging glass-fiber insulation, fabrics designed for conversion into hay covers, grain pile covers, landfill covers, oil field membranes, and canal and pond liners. These fabrics are intended to provide protection during transit and storage and to line waterways and ponds to prevent loss of water and other liquids.
Geomembrane Fabrics
The Company’s AquaMaster® line of geomembrane fabrics is used as irrigation canal liners, golf course and aquascape pond liners, oil pad liners, hydraulic fracturing ponds and in aquaculture operations. The Company has a broad product offering in this market that includes the traditional extrusion coated woven substrates as well as manufacturing composite products composed of woven substrates laminated to other materials such as non-woven textiles and polyethylene film. The Company’s primary competitors for similar products include Berry Global Inc., and Owens Corning. Competitive products which may be used as substitutes are manufactured by GSE Environmental, Solmax and Raven Industries Inc.
Hay Wrap
Hay cover products are specially designed fabrics that function as protective covers, haystack covers, pit and pond liners and pool covers. The proprietary coating is used to enhance abrasion resistance, flex resistance, seam strength, UV resistance and longevity. The Company’s primary competitors for this product include offshore imports, as well as Owens Corning and Berry Global Inc.
Poultry Fabrics
Woven coated polyolefin fabrics are used in the construction of poultry houses in the southern US. Materials with high ultraviolet resistance are fabricated into side curtains that regulate ventilation and temperature in buildings. Poultry Fabrics
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are also used for vapor barrier applications for the metal building industry. The Company’s primary competitor for this product is Berry Global Inc.
Tarpaulins
The Company's tarpaulin products consist of woven coated polyolefin fabrics used in building construction and remediation projects for protection against the elements, and as protective covers in agriculture applications. The Company’s primary competitor for this product line is Berry Global Inc.
Specialty Fabrics
Banner (Billboard and Poster Fabric)
The Company’s line of banner fabrics is composed of polyethylene substrates engineered for large-format printing applications such as billboards, posters and banners. Strong and light-weight making it the most environmentally responsible billboard fabric on the market. The Company’s primary competitors in this market are Berry Global Inc. and manufacturers from China and Korea.
Other Specialty Fabric
Products and applications of specialty fabrics include fabrics designed for conversion into pool covers, field covers, disaster relief materials, protective covers and construction sheeting, brattice cloth for mine ventilation, underground marking tapes, salt pile covers and industrial packaging. The Company has a broad product offering in this market that includes traditional extrusion coated woven substrates, as well as the manufacturing of composite products, which are composed of woven substrates laminated to other materials, such as non-woven textiles and foam. Primary competitors of the Company for these products include Berry Global Inc, and producers from China and Korea.
Industrial Packaging Products
The Company has a range of industrial packaging products used as protective covers that are used before and after the manufacturing process. These products are available in a variety of weights, widths and colors. Customers also have an option to develop brand awareness by having their logo printed on these products.
Metal Wrap
The Company’s woven and coated polyolefin metal wraps are designed to protect flat sheet and coiled metals during transit and storage. These products are available in both polyethylene and polypropylene, as well as polyethylene laminated to kraft paper for extra moisture protection. Primary competitors of the Company for these products include Owens Corning and several producers from China.
Other Industrial Packaging Products
The Company’s printed wrap is used to brand and protect a variety of products during transit and storage. For example, the Company’s product is used to cover small recreational vehicles (ATVs) during transportation from their manufacturing location to retail dealers. Primary competitors of the Company for this product include Owens Corning and Berry Global Inc.
Research and Development and New Products
The Company’s research and development efforts continue to focus on new products, technology platform developments, new production processes and formulations. As described in the sections that follow, the Company introduced 30 new products in 2020, 43 new products in 2019, and 46 new products in 2018.
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In 2018, the Company:
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.
In 2019, the Company:
expanded its 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, and
further expanded its offering of industrial tapes with an economy grade duct tape.
In 2020, the Company:
introduced a new hand-tearable polyethylene film tape for use during outdoor stucco application and painting,
introduced a new double sided tape targeted to the abatement market and specifically designed for poly draping applications,
qualified the Company's non-woven materials, typically used to manufacture housewrap products, to be used in the production of personal protective equipment ("PPE"),
qualified the Company's sheathing tape, typically used to create building vapor barriers, to be used in the emergency installation of temporary negative pressure wards, and
repurposed our existing masking and duct tape products to be used as social distancing marking materials in businesses, schools and other institutions.
(2)    Customer and Sales
The Company has strong and longstanding relationships with its customer base. The Company actively engages in sales and marketing activities to increase its value to its customers through ease-of-use initiatives and customer training. The Company's customers also value its commitment to offering competitively priced solutions, as demonstrated by the greater than 15-year average relationship tenure with the top ten customers.
Sales of products to customers located in the US, Canada and Germany accounted for approximately 80%, 10% and 2% of total sales, respectively, in 2020, 80%, 9% and 2% of total sales, respectively, in 2019, 79%, 9% and 2% of total sales, respectively, in 2018.
The Company’s customer base is diverse; however, there was one customer as of December 31, 2020 and 2019 with annual sales that accounted for 11% and 7%, respectively, of the Company's total revenue. No other customer exceeded more than 5% of the Company’s total revenue over the same time period.

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(3)    Seasonality of the Company’s Main Business
The Company experiences some business seasonality that results in the Company’s efforts to effectively manage its working capital resources. Typically, a larger investment in working capital is required in quarters during which accounts receivable increase due to a higher level of sales invoiced towards the end of the quarter and inventory builds in anticipation of higher future sales. This working capital build normally unwinds later in the fiscal year. Furthermore, certain liabilities are accrued for throughout the year and are paid only during the first quarter of the following year.
Normal seasonality for tapes and films typically reflects a sequential improvement in sales volumes in the second half of the year. These sequential increases are usually driven by the same seasonal demand in anticipation of higher shipping volumes in line with that time of the year. This normal increase in sales volume in the third and fourth quarters is typically followed by a decline in sales in the first quarter.
Normal seasonality for protective packaging typically reflects a sequential improvement in sales volume in the fourth and first quarters of the year when sales are up for retail and fulfillment centers. This normal increase in sales volume in the fourth and first quarters is typically followed by a decline in sales in the second quarter.
Normal seasonality for engineered coated products typically reflects a sequential improvement in sales volumes in the second and third quarters of the year when construction activity tends to be higher. This normal increase in sales volume in the second and third quarters is typically followed by a decline in sales in the fourth quarter.
(4)     Equipment and Raw Materials
The Company purchases mostly custom designed manufacturing equipment, including extruders, coaters, slitters, finishing equipment, looms, printers, bag manufacturing machines and injection molds, from manufacturers located in the US, Western Europe and Asia, and participates in the design and upgrading of such equipment. The Company is not dependent on any one manufacturer for its equipment.
The majority of the Company’s raw materials are sourced from North American manufacturers, although due to volatility in prices the Company occasionally sources raw materials from outside of North America. Raw materials accounted for approximately 60%, 61% and 64% of reported cost of sales in 2020, 2019 and 2018.
The major raw materials purchased for the Company’s tape products are polypropylene resin, polyethylene resin, synthetic rubber, hydrocarbon resin, and paper (crepe and kraft). Resins and synthetic rubber are generated from petrochemicals which are by-products of crude oil and natural gas.
The major raw material used in the Company’s film products is polyethylene resin. Polyethylene is a derivative of natural gas petrochemical by-products and/or crude oil.
The major raw materials used to produce the Company’s engineered coated products are polyethylene and polypropylene resins. Both of these products are petrochemical based products derived from crude oil and/or natural gas.
The major raw materials used in the production of the Company’s protective packaging products are polyethylene resin, paper and polyethylene film. 
The prices of most of the major raw materials noted above can be subject to significant volatility, primarily influenced by commodity price fluctuations for crude oil and natural gas, and pulp. In addition, while the Company maintains a number of suppliers for these raw materials, the Company is dependent on such suppliers to maintain the availability of the Company’s raw materials. If any of its suppliers are unable to deliver raw materials to the Company for an extended period of time, there is no assurance that the Company’s raw material requirements would be met by other suppliers on acceptable terms, or at all, which could have a material adverse effect on the Company’s results of operations.
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(5)     Marketing Channels
The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets including food processing, general manufacturing, fulfillment, transportation, building and construction, consumer, oil and gas, agriculture, aerospace, appliance, sports and entertainment, marine, composites, military and medical applications.
Tape, film and protective packaging products and systems are sold to the market through a network of paper, packaging and industrial distributors throughout North America.
Additionally, the Company sells products directly to large domestic and multinational end-users as well as through the retail channel in North America. The Company’s engineered coated products are primarily sold directly to converters and original equipment manufacturers.
(6)     Trademarks and Patents
The Company markets its tape products under the trademarks Intertape™, Central®, American®, TUCK®Tape, CANTECH® and various private labels. The Company markets its machinery product lines under the trademarks Better Packages®, Interpack®, Nortech™ and Tishma™.
The Company's stretch films are sold under the trademark SuperFlex® and StretchFlex®. Its shrink wrap is sold under the registered trademark ExlfilmPlus® and Exlfilm®.
The Company markets its protective packaging products under the Polyair® brand, and a series of sub-brands which include AirSpace®, PaperSpace™, HexcelWrap™, Durabubble®, Durakraft™, Edurabubble®, Lamifoam®, Starfoam®, Starmover™, Ecolite®, Fastpak® and Xpak.
The Company markets its engineered coated products, including polyolefin fabrics under the registered trademarks NovaShield®, NovaSeal®, NovaWrap™, NovaFlash®, AquaMaster®, Umbra® and NovaThene®.
The Company has approximately 239 active registered trademarks, 114 in the US, 74 in Canada, 13 in Mexico, and 38 in foreign jurisdictions, which include trademarks acquired from American Tape, Anchor, Rexford Paper Company, Central Products Company, The Crowell Corporation, Flexia, Better Packages, TaraTape & Design®, TARA TAPE®, and Polyair. The Company currently has 18 pending trademark applications, 6 in the US, and 12 in foreign jurisdictions.
The Company has pursued US and foreign patents in select areas where it believes that unique products offer a competitive advantage in profitable markets. The Company’s 114 granted patents and 24 pending patent applications include: engineered coated products and film for which the Company has 14 patents and 3 pending applications, tape products for which it has 52 patents and 6 pending applications, adhesive products and manufacture for which it has 27 patents and 7 pending applications, equipment for packaging for which it has 17 patents and 7 pending applications, and other products for which it has 4 patents and 1 pending applications.
The Company considers its intellectual property to be a valuable asset that is material to its short-term and long-term prospects. As summarized in the Risk Factor titled "The Company may become involved in litigation relating to its intellectual property rights, which could have an adverse impact on its business," the Company uses various methods to protect its intellectual property. Such methods may not, however, provide complete or sufficient protection, and misappropriation may still occur.
(7)     Competition
The Company primarily competes with other manufacturers of tertiary paper and plastic packaging products, pressure-sensitive adhesive products and woven-coated products. Some of these competitors are larger companies with greater financial resources than the Company. Management believes that competition, while primarily based on price and quality, is also based on other factors, including product performance characteristics and service.
The Company believes that one of its most important differentiating factors is the strength of its product bundle. The Company believes that the diversity of its product bundle, with its many tapes, films and protective packaging solutions is a key competitive advantage. The Company believes that its product bundle provides a distinctive offering to its customers, enabling them to achieve advantages such as improved service levels, reductions in operating costs, pricing synergies and support for their customers. Further, this allows the Company to become even more significant to its customers, especially in
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the e-commerce segment, as its product bundle provides a greater breadth of protective solutions, allowing it to offer a solutions-oriented approach to selling that it believes is sought after by many end-users and distributors. The Company believes that this product bundling strategy provides it with both an offensive and defensive mechanism that will foster profitable long-term relationships with our customers.
The Company believes that significant barriers to entry exist in its addressable market. Management considers the principal barriers to be the high cost of vertical integration which it believes is necessary to operate competitively, the technical expertise in respect to various processes and equipment operation, the scale necessary to negotiate adequate terms with suppliers and distributors, and the difficulties and expense of developing a broad portfolio of products within an adequate distribution network.
Please refer to Item 4.B.1 above for a discussion of the Company’s main competitors by product.
(8)     Environmental Initiatives and Regulation
(a) Initiatives

The values of a safe work environment, environmental stewardship, efficiency in raw material and energy usage, and good corporate citizenship are part of our culture and focus. The Company has been embracing sustainability as a strategy to help it perform better for its customers, business partners, employees, investors and shareholders, and communities. In 2020, the Company established the Environmental, Social & Governance ("ESG") Committee of the Board of Directors as well as a formal sustainability department within the Company that is overseen by the CFO who reports directly to the CEO. The sustainability department has developed teams throughout the Company, called the Sustainable Value Network ("SVN"), to establish a framework to ensure a focus on sustainability throughout our business.
The core SVN teams are as follows:
Product and material innovation
Circular economy solutions
Operational footprint
People and communities

The Company's dedicated SVN teams are establishing benchmarks, setting targets and developing data collection to measure the Company's progress.

The Company strives to steward the planet’s limited resources, and embraces a vision for a more circular economy.

The IPG Environmental Policy guides its operations and includes commitments to continual improvement, compliance with environmental laws, regulations, and other applicable requirements, assessments of operational impacts, investments in technologies to improve performance, employee training and education, and public engagement.

Energy efficiency has been a critical focus area for the Company for over ten years. Using the Intertape Performance System ("IPS"), the Company is better able to link energy-saving efforts with production practices, creating a common language and enabling continuous improvement in both energy consumption and production. The current goals of the IPG Energy Policy are for the Company to operate its facilities in an efficient, environmentally responsible, and safe manner; to reduce energy intensity by 2.5% per year and CO2 emissions by 3% per year, to support the procurement and generation of renewable energy, and to achieve this goal by implementing continuous improvement programs and employee training initiatives across the entire organization. The policy assigns the Corporate Utilities Team the role of measuring progress towards achieving the energy efficiency goal, identifying energy efficiency projects, and providing a forum for identifying best practices. It requires employees to be highly involved in reducing energy usage. The policy communicates the Company's recognition that through the awareness, commitment and capability of employees, the Company will strive to achieve success and surpass its energy efficiency goals.

The Company published its Corporate Environmental Policy on its website at www.itape.com/sustainability. This policy applies to the organization's activities, products and services worldwide. The Company commits to goals of being an environmental leader by fulfilling its compliance obligations, enhancing environmental performance through continual improvement activities, preventing pollution and meeting commitments made with organizations with which the Company engages. It is the responsibility of the Company's employees to demonstrate excellence in environmental stewardship. Through the awareness, commitment and capability of our employees, the Company expects to successfully meet its stated environmental objectives.
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The Company continues to focus on its environmental initiative to save energy. In August 2009, the Company became an ENERGY STAR® Industrial Partner, which is a voluntary partnership with the US Environmental Protection Agency (“EPA”) to improve energy efficiency and fight global warming. The Company as an ENERGY STAR® Industrial Partner joined the fight against global warming by improving the efficiency of its buildings and facilities. The EPA recognized the Company as a 2014 and 2015 ENERGY STAR Partner of the Year for strategically managing and improving the energy efficiency in its operating locations. In each of the years 2016 to 2020 the EPA presented the Company the ENERGY STAR Sustained Excellence Award, which is the highest level of EPA recognition. In addition, certain Company facilities have achieved the EPA’s ENERGY STAR Challenge for Industry fourteen times, which is to reduce energy intensity by 10% within 5 years.
The Company has adopted a Sustainable Product Design and Development Vision which places the precautionary principle, as is outlined in the United Nations Global Compact and the Cradle to Cradle® design principles, as central pillars to guide the Company’s aspirational sustainable product lifecycle goals. The Cradle to Cradle Certified™ Products Program is a globally recognized protocol for product designers, manufacturers and brands as a pathway for making products with a positive impact on people and the planet. To receive certification, products are assessed for environmental and social performance across five critical sustainability categories: material health, material reuse, renewable energy and carbon management, water stewardship, and social fairness. A product is assigned an achievement level for each category and the product’s lowest category achievement also represents its overall certification level.
During 2020, the company achieved Cradle to Cradle Certified™ Bronze level for Water Activated Tape and NovaShield® Structure Membrane, and Silver level for Exlfilmplus® Shrink film and StretchFLEX® and SuperFLEX® Stretch Film.
In an effort to ensure that the packaging products manufactured by the Company are managed correctly at their end-of-life, the Company has put in place initiatives to correctly label the recyclable packaging products manufactured by the Company. The Company manufactures certain film product lines, typically not accepted through curbside recycling or community recycling centers. These product lines have been approved to use the How2Recycle® labeling system and are recyclable at store drop off locations (where applicable) for plastic film. The Company also offers protective packaging products that are curbside recyclable and are approved to use the How2Recycle® labeling system. Water-activated tape is a Kraft paper tape that is re-pulpable with the corrugated it is applied to. The Company markets its water-activated tape products as recyclable products.
On July 9, 2020, the Company issued its annual sustainability report "We Package, We Protect & We Sustain" (the "Sustainability Report"), which provides an overview of the Company's sustainability progress in 2019 and highlights sustainability opportunities in the years ahead. The complete report is available on the Company’s website at www.itape.com/sustainability.
(b)Regulation
The Company’s operations are subject to extensive environmental regulation in each of the countries in which it maintains facilities. For example, US (federal, state and local), Canadian (federal, provincial and municipal) and Indian (federal, state and local) environmental laws applicable to the Company include statutes and regulations intended to: (i) impose certain obligations with respect to site contamination and to allocate the cost of investigating, monitoring and remedying soil and groundwater contamination among specifically identified parties; (ii) prevent future soil and groundwater contamination; (iii) impose national ambient standards and, in some cases, emission standards, for air pollutants which present a risk to public health, welfare or the natural environment; (iv) govern the handling, management, treatment, storage and disposal of hazardous wastes and substances; and (v) regulate the discharge of pollutants into waterways.
The Company’s use of hazardous substances in its manufacturing processes and the generation of hazardous wastes not only by the Company, but by prior occupants of its facilities, suggest that hazardous substances may be present at or near the Company’s facilities or facilities which may come to be located there in the future. Consequently, the Company is required to monitor closely its compliance under all the various environmental laws and regulations applicable to the Company. In addition, the Company arranges for the off-site disposal of hazardous substances generated in the ordinary course of its business.
The Company obtains Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for the facilities it owns or leases before the Company either acquires or leases such facilities. These assessments typically include general inspections and may involve soil sampling and/or ground water analysis. These assessments may reveal any material or significant environmental liability for the Company and are therefore necessary to reveal all potential environmental liabilities that the Company may be required to address and possibly remediate. Additionally, understanding the future use of neighboring operations or the conditions of the land in the vicinity of the Company’s properties
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and monitoring the development of increasingly stringent environmental laws and regulations, enforcement or damage claims to property or injury to persons resulting from the impact of the Company’s operations, may cause it to incur significant future costs and liabilities.
The Company and its operating subsidiaries are required to maintain numerous environmental permits and governmental approvals for their operations. Some of the environmental permits and governmental approvals that have been issued to the Company or its operating subsidiaries contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If the Company or any of its operating subsidiaries fails to satisfy these conditions or to comply with these restrictions, it may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. The Company may also be subject to fines, penalties or additional costs. The Company or its operating subsidiaries may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of its facilities, as a result of which the operation of its facilities may be limited or suspended.
The Company believes that its facilities are in material compliance with applicable environmental laws and regulations, and that the Company has obtained, and is in material compliance with, all material permits required under environmental laws and regulations. Compliance is routinely evaluated for the operations through internal annual reviews of applicable laws and regulations with the facility and periodic third party evaluations. Additionally, federal, state and local representatives perform inspections, typically unannounced, to ensure compliance to the required permits and regulatory statutes. Any issues are readily addressed and root cause and countermeasures put into place to avoid their reoccurrence. The Company utilizes reputable external counsel and consultants to assist with navigation through the regulatory arena and provide competent evaluation and input into major permitting updates, government inquiries and assisting with routine compliance matters. The Company addresses compliance topics through risk evaluation and implementation of preventive measures to avoid possible issues with the impact of operations. Best management practices routinely check equipment and facility operations for any issues. The employees at the facilities undergo initial and regular training to familiarize them with environmental, health and safety topics and their role in maintaining compliance, notification procedures if an issue arises and being a good public steward both at the facility and in the community.
(9)     Human Capital
Employee Profile
The Company employs approximately 3,600 employees with operations in 31 locations, including 21 manufacturing facilities in North America, four in Asia and one in Europe as of March 12, 2021.
Worker Safety
At the heart of the Company's corporate values is the commitment to people. The values of people, passion, integrity, performance and teamwork are built on a foundation of individuals who are the embodiment of the Company’s culture. These values commit the Company to support and nurture its employees and the communities in which they work. Providing a safe work environment is one of the Company's top priorities, and each employee shares the responsibility for maintaining a safe and healthy workplace. Over the past 15 years, the Company has achieved significant reductions in safety incidents. The Company has accomplished improvements through benchmarking with peers and other leading companies, by establishing safety pillar teams at the plant and corporate levels, conducting process hazard assessments, incident reviews and internal audits.
The Company is also committed to providing comprehensive training and employee engagement opportunities in health and safety improvements. The Company is proud of its internal safety recognition programs, and has a system to designate manufacturing facilities as gold-, silver- or bronze-level safety performers based on scoring relative to its safety performance criteria. Health and safety expectations are set in the Corporate Health and Safety Policy and implemented at all levels of the organization. The senior management team provides commitment, sets expectations and assigns resources. The Company's operations team leverages the IPS (as further described above in the Section entitled "Environmental Initiatives and Regulation"), for which safety is a foundational element, to manage operations and drive continuous improvement. Safety leadership teams provide comprehensive feedback and organize to deploy and sustain strategic improvement goals through the IPS process.
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With respect to COVID-19, the Company has implemented measures to prioritize the health and safety of its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders. The following is an overview of the status of the Company's worker safety and well-being efforts during the year ended December 31, 2020:
The Company's facilities are open and operating, having qualified as essential under the applicable government orders and guidelines.
Management has put measures in place to enable employees to work safely according to the United States Centers for Disease Control and Prevention and World Health Organization guidelines and other applicable state and local guidelines, including requiring employees to practice social distancing, to wear protective face coverings provided by the Company while in its manufacturing facilities and to complete health interviews prior to entry on a regular basis. The Company has significantly increased the frequency of cleaning and sanitizing equipment and facilities in the context of COVID-19 and the Company continues to support remote work arrangements for approximately 20% of its workforce in North America. The remote work arrangements have not had any significant effect on the Company's ability to conduct its day-to-day operations.
Employee health coverage has been enhanced to include the cost of COVID-19 testing and treatment at no additional cost to employees, and the higher risk workforce or those experiencing illness of any kind are strongly encouraged to stay at home or shelter in place.
Education, Training and Development
Education, training and development programs are standardized where appropriate, but also vary by region and operation, as necessary. In the U.S., Canada, Europe and India, the Company offers new hire, IT security and safety training. In 2019 and 2020, IPG Code of Conduct and Business Ethics ("Code of Conduct") training was provided to the majority of salaried employees. Other types of training – including first aid training, fire extinguisher training, workplace hygiene, hazard communication training, on-the-job training, forklift training and leadership training, among other topics – are offered as needed at individual locations or one centralized location. IPG does not currently track the average hours of training per employee.
Employee Retention
The Company offers a comprehensive and competitive benefits program to attract, retain and incentivize talented employees. Benefits provided to full-time employees may include health insurance, life insurance, disability insurance, retirement plans, equity and/or cash incentives, paid leave, vacation, sick time, personal time and tuition assistance. Offerings vary by country and by location.
The Company provides transition assistance for employees in the U.S. not terminated for cause and not due to retirement. Assistance offerings vary by position.
In the U.S., the Company's practice is to allow parental leave under the Family and Medical Leave Act of 1993. For the father or adoptive/foster parent, this will mean an unpaid, but job-protected leave. The Company allows employees to use vacation to subsidize income. For the birth mother, the Company's short-term disability plan permits short-term disability payments.
In Canada, maternity leave is paid protected leave for up to 17 weeks after the birth of a child. Parental leave is available to the birth mother, father or adoptive parents and is paid protected leave for up to 35 weeks. An additional 26 weeks of parental leave is protected, but unpaid. This allows the birth mother to take up to 18 months of job protected leave of which 12 months is paid. This allows adoptive parents or the father to take up to 14 months of job protected leave of which 8 months is paid. The Company recognizes and offers this leave to all of its Canadian employees. In addition, the Company's short term disability plans cover any absences for the birth mother prior to the birth of the child in the event she was no longer able to work due to a medical issue for her or the baby.
Portugal requires parental leave, and India provides leave for female employees only. IPG also maintains a policy to support breastfeeding mothers.
42


Corporate Philanthropy
The Company recognizes and highly values the communities in which its employees work and live and is committed to supporting its communities in ways that matter locally. The Company's priorities are mainly related to children and wellness. The Company does not consider any charity with a religious affiliation, or any affiliation with any political or controversial topic to be a Company qualified charity. The Company expects those it sponsors to model financial transparency.
Stakeholder Engagement
The Company initiates different types of stakeholder engagement as part of its regular activities. The Company defines stakeholders consistent with the Global Reporting Initiative Standards, as entities or individuals that can reasonably expect to be significantly affected by the Company's activities, products or services; or whose actions the Company can reasonably expect to affect its ability to implement strategies or achieve objectives.
The Company's stakeholders include customers, business partners, employees, investors and shareholders, as well as various community, third-party and government groups. The Company engages with stakeholders through multiple methods in the course of doing business, as it is fulfilling roles in industry and associations and in its communities. The Company's approach to stakeholder engagement considers the guidance of the Code of Conduct and other specific policies. The frequency of engagement is appropriate to the nature of the relationship.

43


 C.ORGANIZATIONAL STRUCTURE
Intertape Polymer Group Inc. is a holding company which owns various operating companies in the US, Canada and internationally. Intertape Polymer Inc., a Canadian corporation, is the principal operating company for the Company’s Canadian operations. Intertape Polymer Corp., a Delaware corporation, is the principal operating company for the Company’s US operations.
The table below lists for each of the subsidiaries of the Company, their respective place of incorporation or constitution, as the case may be, and the percentage of voting securities beneficially owned, or over which control or direction is exercised directly or indirectly by Intertape Polymer Group Inc.
EntityPlace of Incorporation
or Constitution
Proportion of Ownership
Interest and Voting Power Held as of:
December 31, 2020December 31, 2019
Intertape Polymer Group Inc.CanadaParentParent
Better Packages, Inc.Delaware100%100%
Capstone Polyweave Private LimitedIndia55%55%
FIBOPE Portuguesa-Filmes Biorientados, S.A.Portugal100%100%
GPCP, Inc.Delaware50.1%50.1%
Intertape Polymer Corp.Delaware100%100%
Intertape Polymer Europe GmbHGermany100%100%
Intertape Polymer Inc.Canada100%100%
Intertape Polymer Japan GKJapan100%100%
Intertape Polymer Woven USA Inc.Delaware100%100%
Intertape Woven Products Services, S.A. de C.V.Mexico100%100%
Intertape Woven Products, S.A. de C.V.Mexico100%100%
IPG (US) Holdings Inc.Delaware100%100%
IPG (US) Inc.Delaware100%100%
IPG Mauritius Holding Company LtdMauritius100%100%
IPG Mauritius II LtdMauritius100%100%
IPG Mauritius LtdMauritius100%100%
Polyair Canada LimitedCanada100%100%
Polyair CorporationDelaware100%100%
Powerband Industries Private LimitedIndia100%100%
Spuntech Fabrics Inc.*Canada100%100%
*Dormant
44


 D.PROPERTY, PLANTS AND EQUIPMENT

The table below lists the Company's material tangible fixed assets, including a description of the size and uses of the property, how the assets are held, the products produced, and the location, as of December 31, 2020:
LocationStatusUseProducts ManufacturedSquare FeetProperty
Size (Acres)
9999 Cavendish Boulevard,
Suite 200
St. Laurent, Quebec H4M 2X5
LeasedCorporate HeadquartersN/A12,121
100 Paramount Drive, Suite 300
Sarasota, Florida 34232
LeasedExecutive HeadquartersN/A35,913
4 Hershey Drive
Ansonia, Connecticut 06401
LeasedMachine AssemblyMachinery46,400
6035 Lagrange Boulevard SW
Atlanta, Georgia 30336
LeasedManufacturing and DistributionMailers, Bubble Cushioning, Foam105,600
300 Spencer-Mattingly Lane
Bardstown, Kentucky 40004
LeasedManufacturingFoam, Machinery102,318
525 Wilson Parkway
Bardstown, Kentucky 40004
OwnedManufacturingFilms, Air Pillows15,0007.76
1091 Carolina Pines Drive
Blythewood, South Carolina 29016
OwnedManufacturingTapes (paper, duct, stencil)350,00033.83
1095 South 4th Avenue
Brighton, Colorado 80601
LeasedManufacturingBOPP Film, Carton Sealing TapeManufacturing & Office – 155,982
Warehouse –
27,500
2200 North McRoy Drive
Carbondale, Illinois 62901
OwnedManufacturingTapes (carton sealing, electrical, filament, specialty)190,32429.9
495 Meadow Lane
Carlstadt, New Jersey 07072
LeasedManufacturingMailers, Bubble Cushioning75,000
1600 Kelly Boulevard #140
Carrollton, Texas 75006
LeasedManufacturingBubble Cushioning75,000
808 East 113th Street
Chicago, Illinois 60628
LeasedManufacturingMailers, Bubble Cushioning, Air Pillows145,182
2000 South Beltline Boulevard
Columbia, South Carolina 29201
OwnedIdleN/A7 Buildings – 
499,770
86.48
1692 Jenks Drive #102
Corona, California 92880
LeasedManufacturingMailers, Bubble Cushioning, Reflective Packaging, Solar Blankets129,200
1400 Rosemont Avenue
Cornwall, Ontario K6J 3E6
OwnedManufacturing and DistributionTapes (carton sealing, duct, filament, masking, sheathing, specialty, sports)206,23639.38
360 Ringgold Industrial Parkway
Danville, Virginia 24540
LeasedRegional
Distribution
Center
N/A199,600
1101 Eagle Springs Road
Danville, Virginia 24540
OwnedManufacturingTapes (carton sealing, PE)
Films (stretch)
289,19526.0
10101 Nordel Court
Delta, British Columbia V4G 1J8
LeasedManufacturingEngineered coated products54,274
45


LocationStatusUseProducts ManufacturedSquare FeetProperty
Size (Acres)
330 Humberline Drive
Etobicoke, Ontario M9W 1R5
LeasedOffice and Manufacturing
Mailers, Bubble Cushioning, Reflective Packaging, Solar Blankets131,566
317 Kendall Ave
Marysville, Michigan 48040
OwnedManufacturingTapes (paper, specialty)5 Buildings –
 226,016
11.53
748 4th Street
Menasha, Wisconsin 54952
OwnedOffice BuildingN/A16,2510.80
741 4th Street
Menasha, Wisconsin 54952
OwnedManufacturingTapes (water-
activated)
165,1345.68
13722 Bill McGee Road
Midland, North Carolina 28107
OwnedManufacturingTapes (water-
activated)
144,00040.54
1407 The Boulevard, Suite E
Rayne, Louisiana 70578
LeasedOfficesN/A1,472
3725 Faith Road
Salisbury, North Carolina 28146
OwnedManufacturing and DistributionEngineered Coated Products41,4653.21
101 E. State Parkway
Schaumburg, IL 60173
LeasedMachine AssemblyMachinery35,000
1800 East Pleasant Street
Springfield, Ohio 45505
OwnedManufacturing and DistributionEngineered Coated Products208,2174.78
760 West 1000 North
Tremonton, Utah 84337
OwnedManufacturingFilms (stretch, shrink)115,00017.00
50 Abbey Avenue
Truro, Nova Scotia B2N 5G6
OwnedManufacturingEngineered coated products306,20013.00
1800 Enterprise Boulevard
West Sacramento, California 95691
LeasedWarehouseN/A32,549
Philipp-Reis-Straße 5
24941 Flensburg
Germany
LeasedOfficeN/A1,453
Lugar de Vilares-Barqueiros
4740-676 Barqueiros BCL
Barcelos, Portugal
OwnedManufacturing
and Distribution
Films (shrink)35,5005.40
Capstone
SP-1038, RIICO Industrial Area, Chopanki, Bhiwadi-301019, Rajasthan, India
Leased (1)
ManufacturingEngineered coated products150,0005.97
Powerband
354/3,4,5 Vapi-Kachigam Road
Daman, India 396210
OwnedManufacturing
and Distribution
Tapes (carton sealing)120,0006.79
Powerband
Plot # Z/103/B
Dahej SEZ - II
Lakhigam
Taluka: Vagra Dist, Bharuch
Leased (1)
Manufacturing
and Distribution
Tapes (carton sealing)110,00020.28
Capstone
SP4-319(A), RIICO Industrial Area
Karoli, Rajasthan, India
Leased (1)
ManufacturingEngineered coated products220,00014.80
1536 Cty Rd O
Neenah, Wisconsin 54957
LeasedDistributionN/A114,650
543 Willow Street
Truro, Nova Scotia B2N 6T3
LeasedWarehouseN/A27,000
C 3/5, Prashant Vihar, Sector 14, Rohini, New Delhi - 110085LeasedOfficeN/A100

(1)The land is leased under a long lease term and the manufacturing facility is owned by the Company.
46



We consider each of the properties in the table above to be adequate for its purpose and suitably utilized according to the individual nature and requirements of the relevant operations.

The Company also owns inventory that is temporarily located at facilities owned by various third-party logistics service providers. As these facilities are not owned or leased by the Company, they have been excluded from the summary table above.

The Company made progress through 2020 on several of its initiatives to improve productivity, increase capacity, and manufacture new products. Capital expenditures during 2018, 2019, and 2020 totalled $75.8 million, $48.2 million, and $45.8 million, respectively.
The Company typically relies upon cash flows from operations and funds available under the 2018 Credit Facility, Senior Unsecured Notes and other available borrowings to fund capital expenditures. In 2015 through 2018, capital expenditures were also financed in part by the 2014 Revolving Credit Facility, the terms of which are summarized in Item 4.B. above.

For further details on capital expenditures regarding construction, expansion or improvement of above listed facilities, see Item 4.A. above.
Item 4A:Unresolved Staff Comments

Not Applicable.

Item 5:Operating and Financial Review and Prospects (Management's Discussion & Analysis)
This Management’s Discussion and Analysis ("MD&A") is intended to provide the reader with a better understanding of the business, strategy and performance of Intertape Polymer Group Inc. (the "Company"), as well as how it manages certain risks and capital resources. This MD&A, which has been prepared as of March 11, 2021, should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of December 31, 2020 and 2019 and for the three-year period ended December 31, 2020 ("Financial Statements"). It should also be read together with the text below on forward-looking statements in the Section entitled "Forward-Looking Statements."
For the purposes of preparing this MD&A, the Company considers the materiality of information. Information is considered material if the Company believes at the time of preparing this MD&A that: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the common shares of the Company; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; and/or (iii) it would significantly alter the total mix of information available to investors. The Company evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Except where otherwise indicated, all financial information presented in this MD&A, including tabular amounts, is prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS" or "GAAP") and is expressed in US dollars ("USD") unless otherwise stated to be in Canadian dollars ("CDN") or Indian rupees ("INR"). Variance, ratio and percentage changes in this MD&A are based on unrounded numbers.
This MD&A contains certain non-GAAP financial measures and key performance indicators as defined under applicable securities legislation, including adjusted net earnings (loss), adjusted earnings (loss) per share, EBITDA, adjusted EBITDA, total leverage ratio, consolidated secured net leverage ratio, and free cash flows (please see the "Adjusted Net Earnings (Loss) and Adjusted Net Earnings (Loss) Per Share" section below for a description and reconciliation of adjusted net earnings (loss) and adjusted earnings (loss) per share, “EBITDA, Adjusted EBITDA and Total Leverage Ratio” section below for a description and reconciliation of EBITDA and adjusted EBITDA, and a description of consolidated secured net leverage ratio and total leverage ratio, and the “Cash Flows” section below for a description and reconciliation of free cash flows). In determining these measures, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. The Company believes such non-GAAP financial measures are key performance indicators that improve the period-to-period comparability of the Company’s results and provide investors with more insight into, and an additional tool to understand and assess, the performance of the Company's ongoing core business operations. As required by applicable securities legislation, the Company has provided definitions of those measures and reconciliations of those measures
47


to the most directly comparable GAAP financial measures. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures set forth below in the section entitled "Non-GAAP Financial Measures and Key Performance Indicators" and should consider non-GAAP financial measures and key performance indicators only as a supplement to, and not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.
Financial Highlights
(In millions of USD, except per share amounts, selected ratios, and stock information)
(Unaudited)
 
202020192018
$$$
Operations
Revenue1,213.0 1,158.5 1,053.0 
Gross margin (1)
23.8 %21.3 %20.8 %
Net earnings attributable to Company shareholders (2)
72.7 41.2 46.8 
Adjusted net earnings (3)
89.7 57.8 62.2 
Adjusted EBITDA (3)
211.1 172.2 140.9 
Cash flows from operating activities179.6 135.0 90.8 
Free cash flows (3)
133.8 86.8 15.0 
Capital expenditures (4)
45.8 48.2 75.8 
Effective tax rate (5)
20.7 %28.3 %17.4 %
Per Common Share
IPG Net Earnings - diluted1.220.700.79
Adjusted earnings - diluted (3)
1.500.981.05
Dividend paid per share (6)
0.600.580.56
Financial Position
Working capital (7)
165.6169.4186.5
Total assets1,109.61,025.71,004.8
Net debt (8)
473.5501.8481.3
Total equity attributable to Company shareholders304.7260.7249.8
Cash and loan availability (9)
408.7406.0393.9
Selected Ratios
Current ratio (10)
1.72.02.1
Consolidated secured net leverage ratio (3) (9)
1.11.41.5
Total leverage ratio (3) (11)
2.22.93.2
Stock Information
Weighted average shares outstanding - diluted (12)
59,63158,98959,084
Shares outstanding as of December 31 (12)
59,02759,01058,650
The Toronto Stock Exchange (CDN$)
Share price as of December 3124.1416.6216.92
High: 52 weeks26.8619.9722.84
Low: 52 weeks7.0215.6814.60
(1)     Gross profit divided by revenue.
(2)     Net earnings attributable to Company shareholders ("IPG Net Earnings").
(3)        These are non-GAAP financial measures defined below and accompanied by a reconciliation (where required) to the most directly comparable GAAP financial measure. Refer to the section below entitled "Non-GAAP Financial Measures and Key Performance Indicators."
(4)    Purchases of property, plant and equipment.
(5) Refer to the section below entitled "Income Taxes" and Note 5Income Taxes to the Company’s Financial Statements.
(6)     Dividends paid divided by weighted average basic shares outstanding.
(7)     Current assets less current liabilities.
48


(8)     Borrowings and lease liabilities, current and non-current, less cash.
(9)     Refer to the section below entitled "Liquidity and Borrowings".
(10)     Current assets divided by current liabilities.
(11)    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. "Polyair" refers to Polyair Inter Pack, Inc. and "Polyair Acquisition" refers to the acquisition by the Company of 100% of the outstanding equity in Polyair on August 3, 2018. "Maiweave" refers to Maiweave LLC and "Maiweave Acquisition" refers to the acquisition by the Company of substantially all of the operating assets of Maiweave on December 17, 2018. "Airtrax Acquisition" 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.
(12)    In thousands.
2020 Share Prices
HighLowClose
ADV (1)
The Toronto Stock Exchange (CDN$)
Q117.34 7.02 10.04 262,007 
Q213.83 9.27 11.98 250,895 
Q316.38 11.61 14.83 196,442 
Q426.86 14.82 24.14 279,556 
 
(1)Represents average daily volume sourced from the Toronto Stock Exchange.

49


Consolidated Quarterly Statements of Earnings
(In thousands of USD, except share and per share amounts)
(Unaudited)
 
 1st Quarter2nd Quarter
 
2020 (1)
20192018
2020 (1)
20192018
$$$$$$
Revenue278,212 277,823 237,229 267,710 295,609 249,072 
Cost of sales219,105 220,027 186,777 210,623 230,915 194,625 
Gross profit59,107 57,796 50,452 57,087 64,694 54,447 
Gross margin21.2 %20.8 %21.3 %21.3 %21.9 %21.9 %
Selling, general and administrative expenses30,907 32,683 29,123 34,534 36,433 27,653 
Research expenses3,333 3,168 3,221 2,546 3,023 3,233 
34,240 35,851 32,344 37,080 39,456 30,886 
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries)24,867 21,945 18,108 20,007 25,238 23,561 
Manufacturing facility closures, restructuring and other related charges (recoveries)651 304 107 3,211 3,875 (407)
Operating profit24,216 21,641 18,001 16,796 21,363 23,968 
Finance costs (income)
Interest7,798 7,693 2,462 7,513 8,565 3,945 
Other (income) expense, net(1,132)(655)1,125 (9,590)798 1,328 
6,666 7,038 3,587 (2,077)9,363 5,273 
Earnings before income tax expense17,550 14,603 14,414 18,873 12,000 18,695 
Income tax expense (benefit)
Current2,355 1,175 988 3,996 5,977 765 
Deferred881 2,896 2,132 296 (439)2,901 
3,236 4,071 3,120 4,292 5,538 3,666 
Net earnings14,314 10,532 11,294 14,581 6,462 15,029 
Net earnings (loss) attributable to:
Company shareholders 14,376 10,491 11,359 14,479 6,566 15,097 
Non-controlling interests
(62)41 (65)102 (104)(68)
14,314 10,532 11,294 14,581 6,462 15,029 
IPG Net Earnings per share
Basic0.24 0.18 0.19 0.25 0.11 0.26 
Diluted0.24 0.18 0.19 0.25 0.11 0.26 
Weighted average number of common shares outstanding
Basic59,009,685 58,652,366 58,801,327 59,009,685 58,760,473 58,811,586 
Diluted59,075,593 58,924,107 59,146,693 59,467,336 58,955,643 59,103,899 
Certain prior period amounts, including net earnings and the Company's non-GAAP financial measures, have been adjusted to reflect the allocation of purchase proceeds related to the acquisition by the Company of substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (together "Nortech") on February 11, 2020 ("Nortech Acquisition") as measured and reported in the third quarter of 2020. These results reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for these interim periods. These adjustments are of a normal recurring nature. See "Nortech Acquisition and Integration Update" below as well as the section below entitled “Non-GAAP Financial Measures and Key Performance Indicators.”
50


Consolidated Quarterly Statements of Earnings
(In thousands of USD, except share and per share amounts)
(Unaudited)
 
 3rd Quarter4th Quarter
 202020192018202020192018
$$$$$$
Revenue323,027 293,598 279,062 344,079 291,489 287,656 
Cost of sales238,917 229,535 221,719 255,599 231,167 231,015 
Gross profit84,110 64,063 57,343 88,480 60,322 56,641 
Gross margin26.0 %21.8 %20.5 %25.7 %20.7 %19.7 %
Selling, general and administrative expenses38,621 35,025 34,230 53,424 32,533 31,460 
Research expenses2,554 3,326 2,926 2,763 3,010 2,644 
41,175 38,351 37,156 56,187 35,543 34,104 
Operating profit before manufacturing facility closures, restructuring and other related charges (recoveries)42,935 25,712 20,187 32,293 24,779 22,537 
Manufacturing facility closures, restructuring and other related charges (recoveries)466 1,614 5,777  (657)1,583 
Operating profit42,469 24,098 14,410 32,293 25,436 20,954 
Finance costs
Interest7,368 7,764 3,952 6,757 7,668 6,713 
Other expense (income), net1,296 (459)(1,497)3,188 3,630 2,854 
8,664 7,305 2,455 9,945 11,298 9,567 
Earnings before income tax expense33,805 16,793 11,955 22,348 14,138 11,387 
Income tax expense (benefit)
Current9,373 6,584 (496)9,871 3,459 (323)
Deferred(2,741)(2,332)2,742 (4,910)(1,010)1,093 
6,632 4,252 2,246 4,961 2,449 770 
Net earnings27,173 12,541 9,709 17,387 11,689 10,617 
Net earnings (loss) attributable to:
Company shareholders 26,726 12,528 9,663 17,089 11,631 10,634 
Non-controlling interests
447 13 46 298 58 (17)
27,173 12,541 9,709 17,387 11,689 10,617 
IPG Net Earnings per share
Basic0.45 0.21 0.16 0.29 0.20 0.18 
Diluted0.45 0.21 0.16 0.28 0.20 0.18 
Weighted average number of common shares outstanding
Basic59,009,685 58,877,185 58,817,410 59,012,869 58,900,337 58,831,432 
Diluted59,745,118 59,058,758 59,081,293 60,083,664 59,027,917 59,055,824 

Overview
The Company develops, manufactures and sells a variety of paper-and-film based pressure sensitive and water-activated tapes, polyethylene and specialized polyolefin films, protective packaging, engineered coated products and packaging machinery for industrial and retail use. The Company provides packaging and protective solutions for industrial markets in North America, Europe and other geographies.
51


The Company’s products primarily consist of carton sealing tapes, including pressure-sensitive and water-activated tapes; packaging equipment; industrial and performance specialty tapes including masking, duct, electrical, foil, process indicator, sheathing, sports and reinforced filament tapes; protective packaging solutions including inflatable systems, mailer products, bubble cushioning, paper void fill, thermal solutions and protective foam roll stock; stencil products; shrink film; stretch wrap; lumber wrap, structure fabrics, geomembrane fabrics; and non-manufactured flexible intermediate bulk containers. Most of the Company’s products are made from similar processes. A vast majority of the Company’s products, while brought to market through various distribution channels, generally have similar economic characteristics.
The Company has assembled a broad range of products by leveraging its manufacturing technologies, research and development capabilities, global sourcing expertise and strategic acquisitions. Over the years, the Company has made a number of strategic acquisitions intended to offer a broader range of products to better serve its markets. The Company’s extensive product line permits the Company to offer tailored solutions to a wide range of end-markets. The Company's largest end-markets as of December 31, 2020 were: general manufacturing, fulfillment/e-commerce, food and beverage, building and construction, retail and transportation.(1)
The Company's unique bundle of products positions it to serve the market with a broad and comprehensive range of packaging, protective and industrial product solutions. The Company believes that its broad and unique product bundle is a key competitive advantage. The portfolio of products is valuable to the Company’s customers as it contributes to the flexibility of its distributor partners by allowing them to offer a solutions-oriented approach to address specific end user needs, creates operating efficiencies and lowers operating costs. Management believes this flexibility is unique to the Company and differentiates the Company from its competitors.
COVID-19
Beginning in December 2019, a new strain of the coronavirus (COVID-19) has been spreading rapidly through the world, including the United States, Canada, India and Europe (where, collectively, significant portions of the Company’s operations are located and its sales occur). As of late, variants of COVID-19 have been reported in certain countries, including the United States. The impact of the virus varies from region to region and from week to week.
The Company has implemented measures to prioritize the health and safety of its employees while protecting its assets, customers, suppliers, shareholders and other stakeholders. The following is an overview of the status of the Company's efforts as of the time of this filing as well as a discussion of certain risks to its business associated with COVID-19:
The Company's facilities are open and operating, having qualified as essential under the applicable government orders and guidelines. Alternative capacity exists across all major product lines that would enable the continuation of operations if certain facilities were required to close; however, in most cases, this alternative capacity would produce less than current run rates. Management has adjusted, and will continue to adjust, production plans to align with changes in demand in order to manage working capital and associated cost levels. Management has successfully mitigated minor supply chain challenges experienced to date and continues to work closely with suppliers as supply chain risk mitigation plans are refined.
Management has put measures in place to enable employees to work safely according to the United States Centers for Disease Control and Prevention and World Health Organization guidelines and other applicable local guidelines, including social distancing and requiring employees to wear protective face coverings provided by the Company while in our manufacturing facilities and to complete health interviews prior to entry on a regular basis. The Company has significantly increased the frequency of cleaning and sanitizing equipment and facilities in the context of COVID-19 and the Company continues to support remote work arrangements for approximately 20% of its workforce in North America. The remote work arrangements have not had any significant effect on the Company's ability to conduct its day-to-day operations.
Employee health coverage has been enhanced to include the cost of COVID-19 testing and treatment at no additional cost to employees, and the higher risk workforce or those experiencing illness of any kind are strongly encouraged to stay at home or shelter in place. As a result of these and other factors, we believe the current absentee rate at facilities in North America is at a manageable level and has not resulted in any material level of production disruption.
The Company has been effectively managing working capital and has implemented cost savings initiatives. In the fourth quarter and fiscal year 2020, the Company generated cash flows from operating activities of $88.6 million and $179.6 million, respectively, and free cash flows of $63.8 million and $133.8 million, respectively. Cash and loan availability was $408.7 million at the conclusion of the fourth quarter. Loan covenants were well within their limits
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with the consolidated secured net leverage ratio at 1.14, compared to the covenant maximum of 3.70, and the consolidated interest coverage ratio at 7.08, compared to the covenant minimum of 2.75 as of December 31, 2020. Loan availability was $392.2 million as of December 31, 2020, which does not include the incremental accordion feature of $200.0 million available on the Company's credit facility (subject to the credit agreement's terms and lender approval). Additionally, the 2018 Credit Facility (defined later in this document) has approximately two years remaining until maturity and the Senior Unsecured Notes (defined later in this document) have approximately six years remaining until maturity. See "Liquidity and Borrowings" below for more information.
There continues to be significant macroeconomic uncertainty, and the Company expects the COVID-19 pandemic will likely have a materially negative impact on the global economy into 2021 and perhaps beyond. While the Company has delivered positive financial results to date, the pandemic could yet materially impact the Company’s ability to manufacture, source (including the delivery of raw materials to its facilities) or distribute its products both domestically and internationally and reduce demand for its products, any of which could have a significant negative impact on the Company’s financial results in 2021 and beyond. Given the dynamic nature of the pandemic (including its duration and the severity of its impact on the global economy and the applicable governmental responses), the extent to which the COVID-19 pandemic impacts the Company’s future results will depend on unknown future developments and any further impact on the global economy and the markets in which the Company operates and sells its products, all of which remain highly uncertain and cannot be accurately predicted at this time.
Financial Summary
The Company reported a 4.7% increase in revenue for the year ended December 31, 2020 as compared to the year ended December 31, 2019 and an 18% increase in revenue for the fourth quarter of 2020 as compared to the fourth quarter of 2019. The increase in revenue in both periods was primarily due to increased demand in products with significant e-commerce or building and construction end-market exposure, including water-activated tapes, protective packaging and certain other tape products.
Gross margin increased to 23.8% in the year ended December 31, 2020 as compared to 21.3% in 2019. Gross margin increased to 25.7% in the fourth quarter of 2020 compared to 20.7% in the fourth quarter of 2019. In both periods, gross margin increased primarily due to an increase in spread between selling prices and combined raw material and freight costs and favourable plant performance driven by increased scale providing leverage on both fixed costs and recent investments.
IPG Net Earnings for the year ended December 31, 2020 increased to $72.7 million ($1.23 basic and $1.22 diluted earnings per share) from $41.2 million ($0.70 basic and diluted earnings per share) for the year ended December 31, 2019. The increase was primarily due to an increase in gross profit and a gain resulting from a fair value adjustment to the Company's contingent consideration related to the Nortech Acquisition. These favourable impacts were partially offset by an increase in share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments.
IPG Net Earnings for the fourth quarter of 2020 totalled $17.1 million ($0.29 basic earnings per share and $0.28 diluted earnings per share) compared to $11.6 million ($0.20 basic and diluted earnings per share) for the fourth quarter of 2019. The increase was primarily due to an increase in gross profit, partially offset by an increase in share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments and an increase in income tax expense.
Adjusted net earnings(2) increased to $89.7 million ($1.52 basic adjusted earnings per share(2) and $1.50 diluted adjusted earnings per share) for the year ended December 31, 2020 from $57.8 million ($0.98 basic and diluted adjusted earnings per share) for the year ended December 31, 2019. Adjusted net earnings increased to $32.4 million ($0.55 basic adjusted earnings per share and $0.54 diluted adjusted earnings per share) for the fourth quarter of 2020 from $13.6 million ($0.23 basic and diluted adjusted earnings per share) for the fourth quarter of 2019. The increase in both periods was primarily due to an increase in gross profit, partially offset by an increase in income tax expense.
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Adjusted EBITDA(2) increased to $211.1 million for the year ended December 31, 2020 from $172.2 million for the year ended December 31, 2019 and to $67.7 million for the fourth quarter of 2020 from $43.8 million for the fourth quarter of 2019. The increase in both periods was primarily due to an increase in gross profit.
(1)Represents management estimates as the Company does not have access to exact point of sale data.
(2)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.
Other Highlights
Dividend Declaration
On March 11, 2021, the Board of Directors declared a dividend of $0.1575 per common share payable on March 31, 2021 to shareholders of record at the close of business on March 22, 2021.
On November 11, 2020, the Board of Directors amended the Company's quarterly policy to increase the annualized dividend by 6.8% from $0.59 to $0.63 per common share. The Board's decision to increase the dividend was based on the Company's strong financial position and positive outlook.
Sustainability
The Company continues to embrace sustainability as a key strategy of doing business to drive operational excellence and benefit from new opportunities in its markets. In July 2020, the Company published its annual 2019 sustainability report, titled "We Package, We Protect & We Sustain", which provides an overview of the Company's sustainability progress in 2019 and highlights sustainability opportunities in the years ahead. The Company's achievements in 2020 include:
Achieved Cradle to Cradle Certified™ Silver level for Exlfilmplus® Shrink Film, StretchFLEX® and SuperFLEX® Stretch Film
Achieved Cradle to Cradle Certified™ Bronze level for Water Activated Tape and NovaShield® Structure Membrane
Formed the Environmental, Social & Governance ("ESG") Committee of the Board of Directors with a mandate to provide governance and oversight with respect to ESG matters including: health, safety, environmental, social, sustainability, climate-related matters, corporate governance and other human capital matters.
Read the full report at www.itape.com/sustainability.
Nortech Acquisition & Integration Update
On February 11, 2020, the Company completed the Nortech Acquisition. Nortech manufactures, assembles and services automated packaging machines under the Nortech Packaging and Tishma Technologies brands, and services customers worldwide across major industries including food and beverage, pharmaceutical, e-commerce, confections, personal care and cosmetics. The custom in-feed and robotic solutions for packaging applications that the Company acquired from Nortech are designed for cartoning, case-packing, case-erecting, pouch-packaging and palletizing. The acquisition expands the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging. Automation system design and service are key capabilities in growing markets like e-commerce. The acquisition provides the Company with opportunities to supply its consumable products, such as tapes, films and protective packaging to new and existing machine customers. The acquisition also adds engineering automation and integrated robotic design talent to the Company’s existing engineering and design teams. These new capabilities enable the Company to service customers experiencing growth pressures that require a customized automation solution.
The Nortech Acquisition was completed for an aggregate purchase price of $46.5 million, net of cash balances acquired. This amount includes potential earn-out consideration of up to $12.0 million contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date. Excluding working capital adjustments, cash balances acquired and the contingent consideration noted above, the purchase price was $36.5 million. In the twelve months prior to the acquisition date, Nortech's sales were approximately $20 million with adjusted EBITDA (as determined consistent with the Company's definition) of $5.5 million. The upfront purchase price represents an adjusted EBITDA multiple of 6.6x. The purchase price, when including the tax basis step-up value, represents an adjusted EBITDA multiple of 5.7x without any consideration given to potential revenue synergies. The potential earn-out
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consideration does not impact the adjusted EBITDA multiples. The initial purchase price amount paid was financed using funds available under the Company's 2018 Credit Facility.
The Nortech Acquisition’s impact on the Company’s consolidated earnings was as follows (in millions of USD):
Three months ended December 31, 2020February 12 through December 31, 2020
$ $
Revenue2.5 11.7 
Net loss1.2 2.1 
The COVID-19 pandemic has created, what management believes to be, short-term changes in market conditions surrounding Nortech's business including: delays in customer approvals on new machines and installations and changes in customer capital expenditure behavior resulting in significantly fewer orders from successful lead generation. In addition, new product opportunities currently in the early design stages are experiencing some delay. As a result of these impacts, management:
continues to believe that the absence of any future payment toward the contingent consideration obligation is probable and, therefore, the Company estimates the fair value of the obligation to be nil as of December 31, 2020; and
performed impairment testing for the Nortech asset group in the second and fourth quarters of 2020, which did not indicate impairment or result in any impairment charge being recognized largely due to what management expects to be the relatively short-term nature of the COVID-19 pandemic's impact on the macroeconomic environment relative to the expected future cash flows and growth expected to be generated by Nortech over the long-term once market conditions have improved.
Outlook
The Company's expectations for fiscal year 2021 are as follows:

Revenue in 2021 is expected to be between $1.3 and $1.4 billion. This range takes into consideration recent increases in raw material prices, which are expected to have a direct impact on selling prices.
Adjusted EBITDA for 2021 is expected to be between $220 and $240 million.
Total capital expenditures for 2021 are expected to be approximately $100 million, which includes $70 million to expand production capacity in the Company's highest growth product categories, specifically water-activated tape, wovens, protective packaging and films. This also includes $10 million for digital transformation and cost savings initiatives, and $20 million for regular maintenance.
Free cash flows for 2021 are expected to be between $80 and $100 million. As in previous years, the Company expects the majority of free cash flows to be generated in the second half of the year due to the normal seasonality of working capital requirements.
The Company expects a 22% to 27% effective tax rate for 2021, excluding the potential impact of changes in the mix of earnings between jurisdictions and the potential impact of changes resulting from potential US tax legislation that increases rates and could be retroactive to January 1, 2021. The Company expects cash taxes paid in 2021 to be approximately 10% greater than income tax expense due to less availability of tax attributes and loss carryforwards, as well as the impacts of bonus depreciation previously taken.
The Company recognizes that the potential effects and duration of COVID-19, as well as the impact of the weather-related event in Texas during February on the availability and price of raw materials is uncertain and could have an effect on the expected level of revenue and adjusted EBITDA. Consistent with past practices, the Company expects to protect the dollar spread by implementing price increases as required to offset higher raw material and freight costs. The implications of the weather-related event in Texas continue to evolve. The Company is monitoring the situation and does not anticipate inventory constraints in the first quarter. However, availability of raw materials could impact the second quarter if production in Texas is not restored in a reasonable time frame.
The Company is expanding production capacity in high-growth product categories. By installing new capacity within its existing footprint, the Company expects these projects will provide shorter-term investment horizons and return profiles that more than exceed the 15% after-tax internal rate of return threshold that the Company has traditionally applied to its strategic investments. The Company is investing directly into categories where it expects demand to exceed production in the near term. The Company views these as low risk, margin accretive projects. Based on its capital plan, the Company anticipates
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generating more than $100 million in incremental revenue on an annualized run-rate basis by the end of 2022 as well as additional growth into 2023 and beyond.
The above description of the Company's 2021 financial outlook in this MD&A is based on management's current views, strategies, assumptions and expectations concerning growth opportunities, the potential impact of COVID-19, as well as management's assessment of the opportunities for the Company and its industry. The purpose of disclosing this outlook is to provide investors with more information concerning the fiscal impact of the Company's business initiatives and growth strategies. The above description of the Company's 2021 outlook is forward-looking information for the purposes of applicable securities laws in Canada and readers are therefore cautioned that actual results may vary materially from those described above. Refer to the section below entitled "Forward-Looking Statements" as well as "Item 3. Key Information - Risk Factors," located in the Company’s annual report on Form 20-F for the year ended December 31, 2019 for a reference to the risks and uncertainties impacting the Company that could cause actual results to vary.
Results of Operations
Revenue
Revenue for the year ended December 31, 2020 totalled $1,213.0 million, a $54.5 million or 4.7% increase from $1,158.5 million for the year ended December 31, 2019, primarily due to:
An increase in volume/mix of approximately $54.0 million primarily driven by increased demand in products with significant e-commerce or building and construction end-market exposure, including water-activated tape, protective packaging, and certain other tape products; and
Additional revenue of $11.7 million from the Nortech Acquisition.
Partially offset by:
The impact of lower selling prices of approximately $10.3 million primarily in films, woven products, and certain carton sealing tape products as a result of lower cost raw materials experienced through a portion of the year.
Revenue for the year ended December 31, 2019 totalled $1,158.5 million, a $105.5 million or 10.0% increase from $1,053.0 million for the year ended December 31, 2018, primarily due to:
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.
Partially offset by:
An unfavourable foreign exchange impact of $4.4 million.
Revenue for the fourth quarter of 2020 totalled $344.1 million, a $52.6 million or 18.0% increase from $291.5 million for the fourth quarter of 2019, primarily due to:
An increase in volume/mix of approximately 15.9% or $46.4 million primarily driven by increased demand in products with significant e-commerce or building and construction end-market exposure including water-activated tapes, protective packaging, and certain other tape products;
The impact of higher selling prices of approximately $2.8 million primarily in film products driven by increases in certain raw materials; and
Additional revenue of $2.5 million from the Nortech Acquisition.
Gross Profit and Gross Margin
Gross profit totalled $288.8 million for the year ended December 31, 2020, a $41.9 million or 17.0% increase from $246.9 million for the year ended December 31, 2019. Gross margin was 23.8% in 2020 and 21.3% in 2019.
Gross profit increased primarily due to an increase in spread between selling prices and combined raw material and freight costs, a favourable product volume/mix, and favourable plant performance driven by increased scale providing leverage on both fixed costs and recent investments.
Gross margin increased primarily due to an increase in spread between selling prices and combined raw material and freight costs and favourable plant performance driven by increased scale.
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Gross profit totalled $246.9 million for the year ended December 31, 2019, a $28.0 million or 12.8% increase from $218.9 million for the year ended December 31, 2018. Gross margin was 21.3% in 2019 and 20.8% in 2018.
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 totalled $88.5 million for the fourth quarter of 2020, a $28.2 million or 46.7% increase from $60.3 million for the fourth quarter of 2019. Gross margin was 25.7% in the fourth quarter of 2020 and 20.7% in the fourth quarter of 2019.
Gross profit increased primarily due to a favourable product volume/mix, an increase in spread between selling prices and combined raw material and freight costs, and favourable plant performance driven by increased scale providing leverage on both fixed costs and recent investments.
Gross margin increased primarily due to an increase in spread between selling prices and combined raw material and freight costs and favourable plant performance driven by increased scale.
Selling, General and Administrative Expenses
Selling, general & administrative expenses ("SG&A") totalled $157.5 million for the year ended December 31, 2020, a $20.8 million or 15.2% increase from $136.7 million for the year ended December 31, 2019. SG&A for the fourth quarter of 2020 totalled $53.4 million, a $20.9 million or 64.2% increase from $32.5 million for the fourth quarter of 2019. The increase in both periods was primarily due to an increase in share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments.
Share-based compensation expense totalled $22.9 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively, and $18.4 million and a benefit of $1.5 million for the fourth quarter of 2020 and 2019, respectively. Excluding share-based compensation expense, SG&A decreased $1.6 million or 1.2% for the year ended December 31, 2020 compared to 2019, primarily due to cost saving initiatives implemented due to COVID-19, partially offset by additional SG&A from the Nortech Acquisition. Excluding share-based compensation expense, SG&A increased $0.9 million or 2.8% for the fourth quarter of 2020 compared to the same period in 2019, primarily due to an increase in variable compensation expense and additional SG&A from the Nortech Acquisition, partially offset by cost saving initiatives implemented due to COVID-19.
SG&A totalled $136.7 million for the year ended December 31, 2019, a $14.2 million or 11.6% increase from $122.5 million for the year ended December 31, 2018. The increase was primarily due to additional SG&A from the Polyair and Maiweave acquisitions.
As a percentage of revenue, SG&A, excluding share-based compensation expense, represented 11.1%, 11.8% and 11.4% for 2020, 2019 and 2018, respectively.
Manufacturing Facility Closures, Restructuring and Other
Manufacturing facility closures, restructuring and other related charges totalled $4.3 million for the year ended December 31, 2020, a $0.8 million decrease from $5.1 million for the year ended December 31, 2019. The decrease was primarily due to higher closure costs incurred in 2019 related to both the Cantech (1) facility closures (the Montreal, Quebec manufacturing facility at the end of 2019 and the Johnson City, Tennessee manufacturing facility at the end of 2018) as compared to 2020 which included charges associated with employee restructuring initiatives in response to COVID-19 uncertainties. Charges incurred during the year ended December 31, 2020 were composed of $3.7 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.6 million in non-cash impairments of inventory. Charges incurred during the year ended December 31, 2019 were composed of $4.3 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.8 million in non-cash impairments of property, plant and equipment and inventory.
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Manufacturing facility closures, restructuring and other related charges totalled $5.1 million for the year ended December 31, 2019, a $1.9 million decrease from $7.1 million for the year ended December 31, 2018. The decrease was primarily due to higher closure costs incurred related to the Johnson City, Tennessee manufacturing facility closure in 2018 as compared to closure costs incurred related to both Cantech facility closures in 2019. Charges incurred during the year ended December 31, 2018 were composed of $6.1 million of non-cash impairments of property, plant and equipment and inventory as well as $0.9 million in cash charges mainly related to termination benefits and other labor related costs.
Manufacturing facility closures, restructuring and other related recoveries were nil for the fourth quarter of 2020 compared to a recovery of $0.7 million for the fourth quarter of 2019. The recovery in the fourth quarter of 2019 was primarily due to a reversal of impaired inventory related to the Johnson City, Tennessee manufacturing facility closure.
(1)    "Cantech" refers to the Canadian Technical Tape Ltd. which was acquired by the Company in July 2017.
Finance Costs (Income)
Finance costs for the year ended December 31, 2020 totalled $23.2 million, an $11.8 million decrease from $35.0 million for the year ended December 31, 2019, primarily due to (i) a gain resulting from a fair value adjustment to the Company's contingent consideration related to the Nortech Acquisition, (ii) a decrease in interest expense as discussed below, and (iii) a decrease in the re-valuation of non-controlling interest put options associated with the Airtrax Acquisition (refer to Note 24 in the Company's Financial Statements for more information regarding the options) in 2020 compared to 2019. These favourable items were partially offset by the non-recurrence of the benefit resulting from the favourable settlement of the previously-recorded liability to the former shareholders of Polyair and foreign exchange losses in 2020, compared to foreign exchange gains in 2019.
The decrease in interest expense for the year ended December 31, 2020 compared to December 31, 2019 is largely due to a lower average cost of debt, lower average debt outstanding and the non-recurrence of interest expense resulting from the Proposed Tax Assessment (defined later in this document) recorded in 2019, partially offset by a decrease in capitalized interest.
Finance costs for the year ended December 31, 2019 totalled $35.0 million, a $14.1 million increase from $20.9 million for the year ended December 31, 2018, primarily due to an increase in interest expense resulting from (i) higher average cost of debt and higher average debt outstanding and (ii) incremental interest due to capitalizing operating leases in accordance with new lease accounting guidance implemented on January 1, 2019, as well as the re-valuation of non-controlling interest put options associated with the Airtrax Acquisition. These unfavourable items were partially offset by (i) foreign exchange gains in 2019, compared to foreign exchange losses in 2018, (ii) the non-recurrence of debt issue costs written off in the second quarter of 2018 as a result of refinancing and replacing one of the Company's debt facilities and (iii) the benefit resulting from the favourable settlement of the previously-recorded liability to the former shareholders of Polyair.
Finance costs for the fourth quarter of 2020 totalled $9.9 million, a $1.4 million decrease from finance costs of $11.3 million for the fourth quarter of 2019, primarily due to (i) a decrease in interest expense largely due to lower average debt outstanding and a lower average cost of debt and (ii) a decrease in the re-valuation of non-controlling interest put options associated with the Airtrax Acquisition. These favourable items were partially offset by foreign exchange losses realized in the fourth quarter of 2020 compared to foreign exchange gains in the same period in 2019.
Income Taxes
The Company is subject to income taxation in multiple tax jurisdictions around the world. Accordingly, the Company’s effective tax rate fluctuates depending on the geographic source of its earnings. The Company’s effective tax rate is also impacted by tax planning strategies that the Company implements from time to time. Income tax expense is recognized in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year.
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The table below reflects the calculation of the Company’s effective tax rate (in millions of USD):
 
 Three months ended
December 31,
Year ended
December 31,
 20202019202020192018
$$$$$
Income tax expense5.0 2.4 19.1 16.3 9.8 
Earnings before income tax expense22.3 14.1 92.6 57.5 56.5 
Effective tax rate22.2 %17.3 %20.7 %28.3 %17.4 %
The decrease in the effective tax rate for the year ended December 31, 2020 compared to the same period in 2019 was primarily due to the recognition of previously unrecognized tax assets and the non-recurrence of the Proposed Tax Assessment recorded in the second quarter of 2019. The "Proposed Tax Assessment" refers to a proposed state income tax assessment and the related interest expense totalling $2.3 million resulting from the denial of the utilization of certain net operating losses generated in tax years 2000-2006.
The increase in the effective tax rate for the year ended December 31, 2019 compared to the same period in 2018 is primarily due to the elimination of certain tax benefits as a result of the Tax Cuts and Jobs Act ("TCJA") related to intercompany debt and the Proposed Tax Assessment. Excluding the Proposed Tax Assessment, the effective tax rate for the year end December 31, 2019 would have been 26.3%.
The increase in the effective tax rate for the three months ended December 31, 2020 compared to the same period in 2019 was primarily due to the non-recurrence of utilization of available income tax credits.
IPG Net Earnings
IPG Net Earnings totalled $72.7 million for the year ended December 31, 2020, a $31.5 million increase from $41.2 million for the year ended December 31, 2019. The increase was primarily due to an increase in gross profit and a gain resulting from a fair value adjustment to the Company's contingent consideration related to the Nortech Acquisition. These favourable impacts were partially offset by an increase in share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments.
IPG Net Earnings totalled $41.2 million for the year ended December 31, 2019, a $5.5 million decrease from $46.8 million for the year ended December 31, 2018. The decrease was primarily due to (i) an increase in interest expense mainly resulting from higher average debt outstanding and higher average cost of debt, (ii) additional SG&A from the Polyair and Maiweave acquisitions and (iii) an increase in income tax expense mainly due to the elimination of certain tax benefits related to intercompany debt. These unfavourable impacts were partially offset by an increase in gross profit, as well as a reduction in manufacturing facility closures, restructuring, and other related charges mainly related to higher one-time, non-cash impairments from the closure of the Johnson City, Tennessee manufacturing facility in 2018.
IPG Net Earnings for the fourth quarter of 2020 totalled $17.1 million, a $5.5 million increase from $11.6 million for the fourth quarter of 2019. The increase was primarily due to an increase in gross profit, partially offset by an increase in share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments and an increase in income tax expense.
Non-GAAP Financial Measures and Key Performance Indicators
The Company measures the success of the business using a number of key performance indicators, many of which are in accordance with GAAP as described throughout this MD&A. This MD&A also contains certain non-GAAP financial measures and key performance metrics as defined under applicable securities legislation, including adjusted net earnings (loss), adjusted earnings (loss) per share, EBITDA, adjusted EBITDA, total leverage ratio, consolidated secured net leverage ratio and free cash flows (please see the "Adjusted Net Earnings (Loss) and Adjusted Net Earnings (Loss) Per Share" section below for a description and reconciliation of adjusted net earnings (loss) and adjusted earnings (loss) per share, “EBITDA, Adjusted EBITDA and Total Leverage Ratio” section below for a description and reconciliation of EBITDA, adjusted EBITDA, and a description of consolidated secured net leverage ratio and total leverage ratio, and the “Cash Flows” section below for a description and reconciliation of free cash flows). In determining these measures, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. The Company believes such non-GAAP
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financial measures are key performance indicators that improve the period-to-period comparability of the Company’s results and provide investors with more insight into, and an additional tool to understand and assess, the performance of the Company's ongoing core business operations. As required by applicable securities legislation, the Company has provided definitions of those measures and reconciliations of those measures to the most directly comparable GAAP financial measures. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures set forth below and should consider non-GAAP financial measures and key performance indicators only as a supplement to, and not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.
Adjusted Net Earnings (Loss) and Adjusted Earnings (Loss) Per Share
A reconciliation of the Company’s adjusted net earnings (loss), a non-GAAP financial measure, to IPG Net Earnings, the most directly comparable GAAP financial measure, is set out in the adjusted net earnings (loss) reconciliation table below. Adjusted net earnings (loss) should not be construed as IPG Net Earnings as determined by GAAP. The Company defines adjusted net earnings (loss) as IPG Net Earnings before (i) manufacturing facility closures, restructuring and other related charges (recoveries); (ii) advisory fees and other costs associated with mergers and acquisitions activity, including due diligence, integration and certain non-cash purchase price accounting adjustments ("M&A Costs"); (iii) share-based compensation expense (benefit); (iv) impairment of goodwill; (v) impairment (reversal of impairment) of long-lived assets and other assets; (vi) write-down on assets classified as held-for-sale; (vii) (gain) loss on disposal of property, plant, and equipment; (viii) other discrete items as shown in the table below; and (ix) the income tax expense (benefit) effected by these items. The term “adjusted net earnings (loss)” does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted net earnings (loss) is not a measurement of financial performance under GAAP and should not be considered as an alternative to IPG Net Earnings as an indicator of the Company’s operating performance or any other measures of performance derived in accordance with GAAP. The Company has included this non-GAAP financial measure because it believes that it allows investors to make a more meaningful comparison of the Company’s performance between periods presented by excluding certain non-operating expenses, non-cash expenses and, where indicated, non-recurring expenses. In addition, adjusted net earnings (loss) is used by management in evaluating the Company’s performance because it believes it provides an indicator of the Company’s performance that is often more meaningful than GAAP financial measures for the reasons stated in the previous sentence.
Adjusted earnings (loss) per share is also presented in the following table and is a non-GAAP financial measure. Adjusted earnings (loss) per share should not be construed as IPG Net Earnings per share as determined by GAAP. The Company defines adjusted earnings (loss) per share as adjusted net earnings (loss) divided by the weighted average number of common shares outstanding, both basic and diluted. The term “adjusted earnings (loss) per share” does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted earnings (loss) per share is not a measurement of financial performance under GAAP and should not be considered as an alternative to IPG Net Earnings per share as an indicator of the Company’s operating performance or any other measures of performance derived in accordance with GAAP. The Company has included this non-GAAP financial measure because it believes that it allows investors to make a more meaningful comparison of the Company’s performance between periods presented by excluding certain non-operating expenses, non-cash expenses and, where indicated, non-recurring expenses. In addition, adjusted earnings (loss) per share is used by management in evaluating the Company’s performance because it believes it provides an indicator of the Company’s performance that is often more meaningful than GAAP financial measures for the reasons stated in the previous sentence.
The following table presents M&A Costs included in IPG Net Earnings and added back to adjusted net earnings and adjusted EBITDA (in millions of USD):
 Three months endedTwelve months ended
 December 31, 2020December 31, 2019December 31, 2020December 31, 2019December 31, 2018
 $$$$$
M&A Costs 0.4 3.3 3.5 11.2 9.5 
M&A Costs for the year ending December 31, 2020 were composed of $2.1 million in integration costs and $1.4 million in other due diligence, legal, accounting, and other advisory costs in connection with deals that did not progress to the execution phase.
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Adjusted Net Earnings Reconciliation to IPG Net Earnings
(In millions of USD, except per share amounts and share numbers)
(Unaudited)
Three months ended
December 31,
Year ended
December 31,
20202019202020192018
$$$$$
IPG Net Earnings
17.1 11.6 72.7 41.2 46.8 
Manufacturing facility closures, restructuring and other related (recoveries) charges  (0.7)4.3 5.1 7.1 
M&A Costs
0.4 3.3 3.5 11.2 9.5 
Share-based compensation expense (benefit)18.4 (1.5)22.9 0.5 1.9 
Impairment of long-lived assets and other assets0.3 0.6 0.6 0.9 0.1 
Loss on disposal of property, plant and equipment0.1 0.4 0.3 0.6 0.2 
Other item: special income tax events (1)
 —  2.3 — 
Other item: change in fair value of contingent consideration (2)
 — (11.0)— — 
Income tax benefit, net(3.9)(0.2)(3.4)(4.0)(3.3)
Adjusted net earnings
32.4 13.6 89.7 57.8 62.2 
IPG Net Earnings per share
Basic
0.29 0.20 1.23 0.70 0.79 
Diluted
0.28 0.20 1.22 0.70 0.79 
Adjusted earnings per share
Basic
0.55 0.23 1.52 0.98 1.06 
Diluted
0.54 0.23 1.50 0.98 1.05 
Weighted average number of common shares outstanding
Basic
59,012,869 58,900,337 59,010,485 58,798,488 58,815,526 
Diluted
60,083,664 59,027,917 59,630,873 58,989,134 59,084,175 
(1)    Refers to the Proposed Tax Assessment recorded in the second quarter of 2019.
(2)    Refers to the fair value adjustment recorded in the second quarter of 2020 related to the potential earn-out consideration obligation associated with the Nortech Acquisition.
Adjusted net earnings totalled $89.7 million for the year ended December 31, 2020, a $31.9 million or 55.2% increase from $57.8 million for the year ended December 31, 2019. Adjusted net earnings totalled $32.4 million for the fourth quarter of 2020, an $18.8 million or 138.6% increase from $13.6 million for the fourth quarter of 2019. The increase in both periods was primarily due to an increase in gross profit, partially offset by an increase in income tax expense.
Adjusted net earnings totalled $57.8 million for the year ended December 31, 2019, a $4.4 million or 7.1% decrease from $62.2 million for the year ended December 31, 2018, primarily due to an increase in (i) interest expense, (ii) income tax expense and (iii) SG&A, partially offset by organic growth in gross profit as well as adjusted net earnings contributed by the Polyair and Maiweave acquisitions.

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EBITDA, Adjusted EBITDA and Total Leverage Ratio
A reconciliation of the Company’s EBITDA, a non-GAAP financial measure, to net earnings (loss), the most directly comparable GAAP financial measure, is set out in the EBITDA reconciliation table below. EBITDA should not be construed as earnings (loss) before income taxes, net earnings (loss) or cash flows from operating activities as determined by GAAP. The Company defines EBITDA as net earnings (loss) before (i) interest and other finance costs (income); (ii) income tax expense (benefit); (iii) amortization of intangible assets; and (iv) depreciation of property, plant and equipment. The Company defines adjusted EBITDA as EBITDA before (i) manufacturing facility closures, restructuring and other related charges (recoveries); (ii) advisory fees and other costs associated with mergers and acquisitions activity, including due diligence, integration and certain non-cash purchase price accounting adjustments ("M&A Costs"); (iii) share-based compensation expense (benefit); (iv) impairment of goodwill; (v) impairment (reversal of impairment) of long-lived assets and other assets; (vi) write-down on assets classified as held-for-sale; (vii) (gain) loss on disposal of property, plant and equipment; and (viii) other discrete items as shown in the table below. The terms "EBITDA" and "adjusted EBITDA" do not have any standardized meanings prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. EBITDA and adjusted EBITDA are not measurements of financial performance under GAAP and should not be considered as alternatives to cash flows from operating activities or as alternatives to net earnings (loss) as indicators of the Company’s operating performance or any other measures of performance derived in accordance with GAAP. The Company has included these non-GAAP financial measures because it believes that they allow investors to make a more meaningful comparison between periods of the Company’s performance, underlying business trends and the Company’s ongoing operations. The Company further believes these measures may be useful in comparing its operating performance with the performance of other companies that may have different financing and capital structures, and tax rates. Adjusted EBITDA excludes costs that are not considered by management to be representative of the Company’s underlying core operating performance, including certain non-operating expenses, non-cash expenses and, where indicated, non-recurring expenses. In addition, EBITDA and adjusted EBITDA are used by management to set targets and are metrics that, among others, can be used by the Company’s Human Resources and Compensation Committee to establish performance bonus metrics and payout, and by the Company’s lenders and investors to evaluate the Company’s performance and ability to service its debt, finance capital expenditures and acquisitions, and provide for the payment of dividends to shareholders. The Company experiences normal business seasonality that typically results in adjusted EBITDA that is proportionately higher in the second half of the year relative to the first half.
The Company defines total leverage ratio as borrowings and lease liabilities less cash divided by adjusted EBITDA. Consolidated secured net leverage ratio is defined in the Company’s 2018 Credit Facility (please refer to such document for a definition of this term and its prescribed calculation). The terms "total leverage ratio" and "consolidated secured net leverage ratio" do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers with diversified sources of capital. Total leverage ratio and consolidated secured net leverage ratio are not measurements of financial performance under GAAP and should not be considered as alternatives to any GAAP measure as indicators of the Company’s liquidity level or any other measures of performance derived in accordance with GAAP. Total leverage ratio is not presented as defined by applicable indentures and should not be considered as an alternative to the consolidated secured net leverage ratio debt covenant described in the section below entitled "Liquidity and Borrowings." The Company has included these non-GAAP financial measures because it believes that they allow investors to make a meaningful comparison of the Company’s liquidity level and borrowing flexibility. In addition, total leverage ratio and consolidated secured net leverage ratio are used by management in evaluating the Company’s performance because it believes that they allow management to monitor the Company's liquidity level and borrowing flexibility as well as evaluate its capacity to deploy capital to meet its strategic objectives.
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EBITDA and Adjusted EBITDA Reconciliation to Net Earnings
(In millions of USD)
(Unaudited)
 Three months ended
December 31,
Year ended
December 31,
 20202019202020192018
$$$$$
Net earnings17.4 11.7 73.5 41.2 46.6 
Interest and other finance costs9.9 11.3 23.2 35.0 20.9 
Income tax expense 5.0 2.4 19.1 16.3 9.8 
Depreciation and amortization16.2 16.2 63.8 61.4 44.8 
EBITDA48.5 41.6 179.6 154.0 122.2 
Manufacturing facility closures, restructuring and other related (recoveries) charges  (0.7)4.3 5.1 7.1 
M&A Costs0.4 3.3 3.5 11.2 9.5 
Share-based compensation expense (benefit)18.4 (1.5)22.9 0.5 1.9 
Impairment of long-lived assets and other assets0.3 0.6 0.6 0.9 0.1 
Loss on disposal of property, plant and equipment0.1 0.4 0.3 0.6 0.2 
Adjusted EBITDA67.7 43.8 211.1 172.2 140.9 
Adjusted EBITDA totalled $211.1 million for the year ended December 31, 2020, a $38.9 million or 22.6% increase from $172.2 million for the year ended December 31, 2019. Adjusted EBITDA totalled $67.7 million for the fourth quarter of 2020, a $23.9 million or 54.7% increase from $43.8 million for the fourth quarter of 2019. The increase in both periods was primarily due to an increase in gross profit.
Adjusted EBITDA totalled $172.2 million for the year ended December 31, 2019, a $31.3 million or 22.2% increase from $140.9 million for the year ended December 31, 2018, primarily due to (i) organic growth in gross profit, (ii) adjusted EBITDA contributed by the Polyair and Maiweave acquisitions and (iii) the favorable impact of operating lease payments totalling $7.1 million that were capitalized in accordance with new lease accounting guidance. These favourable impacts were partially offset by an increase in SG&A.
Comprehensive Income Attributable to Company Shareholders ("IPG Comprehensive Income")
IPG Comprehensive Income is comprised of IPG Net Earnings and other comprehensive income (loss) ("OCI") attributable to Company shareholders. IPG Comprehensive Income totalled $73.0 million for the year ended December 31, 2020, a $32.2 million or 79.0% increase from $40.8 million for the year ended December 31, 2019. The increase was primarily due to higher IPG Net Earnings in 2020 and a decrease in cumulative translation adjustments ("CTA") in 2020, partially offset by smaller gains arising from the Company's hedge of a net investment in foreign operations in 2020 as compared to 2019.
IPG Comprehensive Income totalled $40.8 million for the years ended December 31, 2019 and 2018. Changes in IPG Comprehensive Income contained significant fluctuations that largely offset each other, including: gains arising from the Company's hedge of a net investment in foreign operations in 2019 compared to losses in 2018, largely offset by (i) unfavourable foreign exchange impacts from CTA in 2019, (ii) lower IPG Net Earnings in 2019, (iii) decreases in the fair value of interest rate swap agreements designated as cash flow hedges in 2019 compared to increases in 2018 and (iv) a decrease in gains from the remeasurement of the defined benefit liability in 2019.
Off-Balance Sheet Arrangements
Letters of Credit
The Company had standby letters of credit issued and outstanding as of December 31, 2020 that could result in payments by the Company up to an aggregate of $1.5 million upon the occurrence of certain events. All of the letters of credit have expiry dates in 2021.
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Capital Commitments
The Company had commitments to suppliers to purchase machinery and equipment totalling approximately $17.0 million as of December 31, 2020, primarily to support e-commerce-related production capacity improvements and other strategic initiatives. The Company expects that such amounts will be paid out in the next twelve months and will be funded by the Company's borrowings and cash flows from operating activities. In the event of cancellation, the penalties that would apply may be equal to the purchase price depending on the timing of the cancellation.
Raw Material Commitments
The Company obtains certain raw materials from suppliers under consignment agreements. The suppliers retain ownership of raw materials until the earlier of when the materials are consumed in production or auto billings are triggered based upon maturity. The consignment agreements involve short-term commitments that typically mature within 30 to 60 days of inventory receipt and are typically renewed on an ongoing basis. The Company may be subject to fees in the event the Company requires storage in excess of 30 to 60 days. As of December 31, 2020, the Company had on hand $5.9 million of raw material owned by its suppliers.
The Company has entered into agreements with various raw material suppliers to purchase minimum quantities of certain raw materials at fixed rates through December 2021 totalling approximately $9.9 million as of December 31, 2020. Subsequent to December 31, 2020, the Company entered into an agreement with a raw material supplier to purchase raw materials at a fixed rate from September 2021 through December 2022, totalling approximately $7.1 million. The Company is required by the agreements to pay any storage costs incurred by the applicable supplier in the event the Company delays shipment in excess of 30 days. In the event the Company defaults under the terms of an agreement, an arbitrator will determine fees and penalties due to the applicable supplier. Neither party will be liable for failure to perform for reasons of "force majeure" as defined in the agreements.
Utilities Commitments
The Company entered into a five-year electricity service contract for one of its manufacturing facilities on May 1, 2016, under which the Company has reduced the overall cost of electricity consumed by the facility and expects to continue to do so until contract expiration. The service contract required the Company to pay for unrecovered power supply costs incurred by the supplier in the event of early termination, declining monthly based on actual service billings to date. As of December 31, 2020, the Company has fulfilled its commitment under the contract and would not be subject to termination penalties in the event of cancellation.
The Company entered into a ten-year electricity service contract for one of its manufacturing facilities on November 12, 2013. The service date of the contract commenced in August 2014. The Company is committed to monthly minimum usage requirements over the term of the contract. The Company was provided installation at no cost and is receiving economic development incentive credits and maintenance of the required energy infrastructure at the manufacturing facility as part of the contract. The credits are expected to reduce the overall cost of electricity consumed by the facility over the term of the contract. Effective August 1, 2015, the Company entered into an amendment lowering the minimum usage requirements over the term of the contract. In addition, a new monthly facility charge has been incurred by the Company over the term of the contract. The Company estimates that service billings will total approximately $6.1 million over the remaining term of the contract. Certain penalty clauses exist within the electricity service contract related to early cancellation after the service date of the contract. The costs related to early cancellation penalties include termination fees based on anticipated service billings over the term of the contract and capital expense recovery charges. While the Company does not expect to cancel the contract prior to the end of its term, the penalties that would apply to early cancellation could total as much as $2.4 million as of December 31, 2020. This amount is expected to decline annually until the expiration of the contract assuming there are insignificant fluctuations in kilowatt hour peak demand.
The Company has entered into agreements with various utility suppliers to fix certain energy costs, including natural gas, through December 2024 for minimum amounts of consumption at several of its manufacturing facilities. The Company estimates that utility billings will total approximately $7.7 million over the term of the contracts based on the contracted fixed terms and current market rate assumptions. The Company is also required by the agreements to pay any difference between the fixed price agreed to with the utility and the sales amount received by the utility for resale to a third party if the Company fails to meet the minimum consumption required by the agreements. In the event of early termination, the Company is required to pay the utility suppliers the difference between the contracted amount and the current market value of the energy, adjusted for present value, of any future agreed upon minimum usage. Neither party will be liable for failure to perform for reasons of "force majeure" as defined in the agreements.
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The Company currently knows of no event, trend or uncertainty, including the impact of COVID-19, that may affect the availability or benefits of these arrangements now or in the future or that would trigger any such penalty described above. The Company maintains no other off-balance sheet arrangements.
Related Party Transactions
The Company’s key personnel include all non-executive directors on the Board (ten in 2020, eight in 2019, seven in 2018) and senior executive level members of management (eight in 2020, six in 2019 and 2018). Key personnel remuneration includes short-term benefits including base and variable compensation, deferred compensation, director retainer and committee fees, post-employment benefits and share-based compensation.
Total key personnel remuneration included in the statement of consolidated earnings totalled $22.3 million for the year ended December 31, 2020, an increase of $14.5 million from $7.9 million for the year ended December 31, 2019. The increase was primarily due to an increase in share-based compensation mainly due to an increase in the fair value of cash-settled awards, including the impact of performance adjustments.
Total key personnel remuneration included in the statement of consolidated earnings totalled $7.9 million for the year ended December 31, 2019, an increase of $1.4 million from $6.4 million for the year ended December 31, 2018. The increase was primarily due to an increase in variable compensation based on achievement of certain performance targets.
Working Capital
The Company experiences some business seasonality that results in the Company’s efforts to effectively manage its working capital resources. Typically, a larger investment in working capital is required in quarters during which accounts receivable increase due to a higher level of sales invoiced towards the end of the quarter and inventory builds in anticipation of higher future sales. This working capital build normally unwinds later in the fiscal year. Furthermore, certain liabilities are accrued for throughout the year and are paid only during the first quarter of the following year.
The Company uses Days Inventory (defined below) to measure inventory performance. Days Inventory was 67 for the year ended December 31, 2020 and 2019. Days Inventory decreased to 61 for the fourth quarter of 2020 from 68 in the fourth quarter of 2019. Inventories totalled $194.5 million as of December 31, 2020, a $9.6 million increase from $184.9 million as of December 31, 2019. The increase was primarily due to additional inventory resulting from the Nortech Acquisition, inventory pre-purchased at the end of 2020 in order to manage anticipated increases in certain raw material prices and the non-recurrence of an inventory reduction initiative in 2019, partially offset by increased demand in products with significant e-commerce or building and construction end-market exposure, including water-activated tapes, protective packaging and certain other tape products. The calculations are shown in the following table (in millions of USD, except days):
 Three months endedYear ended
December 31, 2020December 31, 2019December 31, 2020December 31, 2019
Cost of sales $255.6 $231.2 $924.2 $911.6 
Days in period92 92 366 365 
Cost of sales per day$2.8 $2.5 $2.5 $2.5 
Average inventory$170.7 $171.0 $168.3 $167.3 
Days inventory61 68 67 67 
Days inventory is calculated as follows:
Cost of sales ÷ Days in period = Cost of sales per day
(Beginning inventory + Ending inventory) ÷ 2 = Average inventory
Average inventory ÷ Cost of goods sold per day = Days inventory
For purposes of this calculation inventory excludes items considered parts and supplies.
The Company uses Days Sales Outstanding (“DSO” defined below) to measure trade receivables. DSO increased to 49 for the year ended December 31, 2020 from 42 for the year ended December 31, 2019. DSO increased to 43 in the fourth quarter of 2020 from 42 in the fourth quarter of 2019. Trade receivables totalled $162.2 million as of December 31, 2020, a $29.1 million increase from $133.2 million as of December 31, 2019. The increase was primarily due to the amount and timing of revenue invoiced in the fourth quarter of 2020 as compared to the fourth quarter of 2019, and the impacts of the additional receivables resulting from the Nortech Acquisition.
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The calculations are shown in the following table (in millions of USD, except days):
 Three months endedYear ended
December 31, 2020December 31, 2019December 31, 2020December 31, 2019
Revenue$344.1 $291.5 $1,213.0 $1,158.5 
Days in period92 92 366 365 
Revenue per day$3.7 $3.2 $3.3 $3.2 
Trade receivables$162.2 $133.2 $162.2 $133.2 
DSO43 42 49 42 
DSO is calculated as follows:
Revenue ÷ Days in period = Revenue per day
Ending trade receivables ÷ Revenue per day = DSO
Accounts payable and accrued liabilities totalled $180.4 million as of December 31, 2020, an increase of $35.4 million from $145.1 million as of December 31, 2019. The increase was primarily due to the timing of payments for inventory and SG&A, and the impacts of the additional accounts payable and accrued liabilities resulting from the Nortech Acquisition.
Liquidity and Borrowings
Senior Unsecured Notes
On October 15, 2018, the Company completed the private placement of $250 million aggregate principal amount of senior unsecured notes due October 15, 2026 ("Senior Unsecured Notes") with certain guarantors and Regions Bank, as Trustee. The Company incurred debt issue costs of $5.1 million which were capitalized and are being amortized using the straight-line method over the eight-year term. The Company used the net proceeds to partially repay borrowings under the 2018 Credit Facility (defined below) and to pay related fees and expenses, as well as for general corporate purposes. 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.
As of December 31, 2020, the Senior Unsecured Notes outstanding balance amounted to $250.0 million ($246.2 million, net of $3.8 million in unamortized debt issue costs).
2018 Credit Facility
On June 14, 2018, the Company entered into a five-year, $600.0 million credit facility (“2018 Credit Facility”) with a syndicated lending group, refinancing and replacing the Company's previous $450.0 million credit facility that was due to mature in November 2019. In securing the 2018 Credit Facility, the Company incurred debt issue costs amounting to $2.7 million which were capitalized and are being amortized using the straight-line method over the five-year term.
The 2018 Credit Facility consists of a $400.0 million revolving credit facility (“2018 Revolving Credit Facility”) and a $200.0 million term loan (“2018 Term Loan”). The 2018 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 bears an interest rate based, at the Company’s option, on the London Inter-bank Offered Rate ("LIBOR"), the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 25 and 250 basis points (150 basis points as of December 31, 2020 and December 31, 2019) depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio.
The 2018 Credit Facility has two financial covenants, a consolidated secured net leverage ratio and a consolidated interest coverage ratio. In July 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 borrowings (with corresponding interest payments). The amendment provides that the consolidated secured net leverage ratio must not be more
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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 quarters 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). The Company was in compliance with the consolidated secured net leverage ratio and consolidated interest coverage ratio, which were 1.14 and 7.08, respectively, as of December 31, 2020. In addition, the 2018 Credit Facility has certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. The Company was in compliance with all covenants as of and for the year ended December 31, 2020.
As of December 31, 2020, the 2018 Term Loan's outstanding principal balance amounted to $172.5 million and the 2018 Revolving Credit Facility’s outstanding principal balance amounted to $14.0 million, for a total gross outstanding principal balance under the 2018 Credit Facility of $186.5 million ($185.2 million, net of $1.3 million in unamortized debt issue costs). Standby letters of credit totalled $1.5 million resulting in total utilization under the 2018 Credit Facility of $188.0 million. Accordingly, the unused availability under the 2018 Credit Facility as of December 31, 2020 amounted to $384.5 million. The Company's capacity to borrow available funds under the 2018 Credit Facility may be limited because of the secured net leverage ratio covenant and other restrictions as defined in the Company's credit agreement.
2018 Powerband Credit Facility
On July 4, 2018, Powerband, one of the Company's subsidiaries, entered into an INR1,300.0 million ($19.0 million) credit facility (“2018 Powerband Credit Facility”) subsequently replacing Powerband's previous outstanding debt. In December 2018, Powerband amended the 2018 Powerband Credit Facility to reallocate and increase its credit limit by INR 100.0 million ($1.4 million), bringing the total 2018 Powerband Credit Facility limit to INR 1,400.0 million ($19.3 million).
The 2018 Powerband Credit Facility is guaranteed by the Parent Company, and certain local assets (carrying amount of $34.7 million as of December 31, 2020) are required to be pledged. Powerband is prohibited from granting liens on its assets without the consent of the lender under the 2018 Powerband Credit Facility. Funding under the 2018 Powerband Credit Facility is not committed and could be withdrawn by the lender with 10 days' notice. Additionally, under the terms of the 2018 Powerband Credit Facility, Powerband's debt to net worth ratio (as defined by the 2018 Powerband Credit Facility credit agreement) must be maintained below 3.00. Powerband was in compliance with the debt to net worth ratio (0.02 as of December 31, 2020) as of and for the year ended December 31, 2020.
As of December 31, 2020, the 2018 Powerband Credit Facility consisted of an INR 375.0 million ($5.1 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 Indian Marginal Cost-Lending Rate ("IMCLR").
Additionally, the 2018 Powerband Credit Facility previously included an INR 960.0 million ($13.1 million) demand term loan (“2018 Powerband Demand Term Loan”) and an INR 65.0 million ($0.9 million) term loan ("2018 Powerband Term Loan"), which were restricted for capital projects and bore interest based on the prevailing IMCLR. In September 2020, Powerband repaid the 2018 Powerband Demand Term Loan and 2018 Powerband Term Loan in full and these amounts are not available to be borrowed again in the future. Subsequently, only the 2018 Powerband Working Capital Loan Facility remains outstanding.
As of December 31, 2020, the 2018 Powerband Working Capital Loan Facility’s outstanding balance was INR 46.0 million ($0.6 million). Including INR 176.5 million ($2.4 million) in letters of credit, total utilization under the 2018 Powerband Credit Facility amounted to INR 222.5 million ($3.0 million). The 2018 Powerband Credit Facility's unused availability as of December 31, 2020 amounted to INR 152.5 million ($2.1 million), composed of uncommitted funding.
USD amounts presented above are translated from INR and are impacted by fluctuations in the USD and INR exchange rates.
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2018 Capstone Credit Facility
On February 6, 2018, Capstone, one of the Company's subsidiaries, entered into an INR 975.0 million ($15.0 million) credit facility ("2018 Capstone Credit Facility"). The 2018 Capstone Credit Facility consists of an INR 585.0 million ($9.0 million) term loan facility ("Capstone Term Loan Facility") for financing capital expenditures and INR 390.0 million ($6.0 million) working capital facility ("Capstone Working Capital Facility") and bears interest based on the prevailing IMCLR. Any repayments of borrowings under the Capstone Term Loan Facility are not available to be borrowed again in the future. The Capstone Working Capital Facility matures in August 2021. Portions of term loans borrowed under the Capstone Term Loan Facility matured in September 2020, with the remainder of the term loan maturing in June 2023. Funding under the Capstone Term Loan Facility is committed, while the Capstone Working Capital Facility is uncommitted. Borrowings under the 2018 Capstone Credit Facility are guaranteed by the Parent Company and are otherwise unsecured.
As of December 31, 2020, the 2018 Capstone Credit Facility credit limit was INR 975.0 million ($13.3 million). The Capstone Term Loan Facility had an outstanding balance of INR 564.1 million ($7.7 million), and the Capstone Working Capital Facility outstanding balance was INR 204.6 million ($2.8 million) for a total gross outstanding amount of INR 768.7 million ($10.5 million). Total utilization under the 2018 Capstone Credit Facility amounted to INR 768.7 million ($10.5 million). As of December 31, 2020, the 2018 Capstone Credit Facility's unused availability was INR 185.4 million ($2.5 million), composed entirely of uncommitted funding.
USD amounts presented above are translated from INR and are impacted by fluctuations in the USD and INR exchange rates.
Liquidity
The Company relies upon cash flows from operations and borrowings to meet working capital requirements, as well as to fund capital expenditures, mergers & acquisitions, dividends, share repurchases, obligations under its other debt instruments, and other general corporate purposes.
The Company's liquidity risk management process serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources for a sufficient authorized amount. The Company establishes budgets, cash estimates, cash management policies and long-term capital structure strategies to ensure it has the necessary funds to fulfill its obligations for the foreseeable future and ensure adequate liquidity on a long-term basis.
The Company believes it has sufficient cash on hand, and that it will generate sufficient funds from cash flows from operating activities, to meet its ongoing expected capital expenditures, working capital and discretionary dividend payment funding needs for at least the next twelve months. In addition, funds available under the 2018 Credit Facility may be used, as needed, to fund more significant strategic initiatives.
As of December 31, 2020, the Company had $16.5 million of cash and $392.2 million of loan availability (comprised of committed funding of $384.5 million and uncommitted funding of $7.7 million), yielding total cash and loan availability of $408.7 million compared to total cash and loan availability of $406.0 million as of December 31, 2019.
Cash Flows
The Company’s net working capital on the balance sheets increased during 2020 due to the effects of business acquisitions. However, working capital amounts acquired are not included in cash flows from operating activities under IFRS. As such, the discussions below regarding 2020 working capital items appropriately exclude these effects.
Cash flows from operating activities increased in the year ended December 31, 2020 by $44.6 million to $179.6 million from $135.0 million in the year ended December 31, 2019 primarily due to an increase in gross profit and an increase in accounts payable and accrued liabilities in 2020, compared to a decrease in 2019, partially offset by (i) a greater increase in accounts receivable, (ii) an increase in income taxes paid and (iii) an increase in inventories. Additional discussion on working capital changes is provided in the section entitled "Working Capital” above.
Cash flows from operating activities increased in the year ended December 31, 2019 by $44.2 million to $135.0 million from $90.8 million in the year ended December 31, 2018 primarily due to (i) an increase in gross profit, (ii) a year over year decrease in cash used for working capital items and (iii) the non-recurrence of a discretionary pension contribution in the third quarter of 2018, partially offset by an increase in income taxes paid as a result of the non-recurrence of a US tax refund
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received in 2018. The combination of accounts receivable, inventories, other current assets and accounts payable decreased working capital by $11.0 million in 2019, compared to a decrease of $27.4 million in 2018.
Cash flows from operating activities increased in the fourth quarter of 2020 by $15.3 million to $88.6 million from $73.3 million in the fourth quarter of 2019 primarily due to an increase in gross profit and a greater increase in accounts payables in the fourth quarter of 2020. These increases were partially offset by (i) an increase in inventories, (ii) an increase in accounts receivable in the fourth quarter of 2020, compared to a decrease in the fourth quarter of 2019 and (iii) an increase in income tax paid. Additional discussion on working capital changes is provided in the section entitled "Working Capital" above.
Cash flows used for investing activities increased in the year ended December 31, 2020 by $33.9 million to $82.8 million from $48.9 million in the year ended December 31, 2019, primarily due to the Nortech Acquisition in the first quarter of 2020, partially offset by a decrease in capital expenditures as a result of the Company proactively reducing its planned capital expenditures during the first nine months of 2020 as a precautionary measure given market uncertainty caused by COVID-19.
Cash flows used for investing activities decreased in the year ended December 31, 2019 by $194.4 million to $48.9 million from $243.3 million in the year ended December 31, 2018, primarily due to the non-recurrence of the Polyair Acquisition in August 2018 and the Maiweave Acquisition in December 2018, as well as a decrease in capital expenditures due to the completion of larger-scale greenfield projects.
Cash flows used for investing activities increased by $15.7 million to $25.5 million in the fourth quarter of 2020 from $9.8 million in the fourth quarter of 2019 primarily due to an increase in capital expenditures due primarily to investments in e-commerce-related production capacity initiatives. Additional discussion on capital expenditures are provided in the section entitled "Capital Resources".
Cash flows from financing activities decreased in the year ended December 31, 2020 by $11.0 million to an outflow of $87.8 million from an outflow of $98.9 million in the year ended December 31, 2019 primarily due to a decrease in net debt repayments and a decrease in interest paid due to lower average cost of debt and lower average debt outstanding. These decreases were partially offset by a decrease in cash proceeds from the exercise of stock options and an increase in dividends paid primarily due to a $0.01 per share increase in the fourth quarter of 2020. Additional discussion on borrowings is provided in the section entitled "Liquidity and Borrowings".
Cash flows from financing activities decreased in the year ended December 31, 2019 by $263.0 million to an outflow of $98.9 million from an inflow of $164.2 million in the year ended December 31, 2018 primarily due to greater net borrowing in 2018 to fund strategic and growth acquisitions and other working capital requirements, as well as an increase in interest paid which was largely the result of the semi-annual recurring interest payment on the Senior Unsecured Notes in April and October of 2019. These decreases were partially offset by the non-recurrence of the settlement of the Company's call options to acquire the outstanding 26% interest in Powerband in 2018 and the non-recurrence of debt issuance costs primarily associated with the Senior Unsecured Notes and the 2018 Credit Facility entered into during 2018.
Cash flows from financing activities decreased by $10.5 million to an outflow of $60.4 million in the fourth quarter of 2020 from an outflow of $70.9 million in the fourth quarter of 2019 primarily due to a decrease in net debt repayments as well as a decrease in interest paid due to lower average debt outstanding and average cost of debt. These decreases were partially offset by a decrease in cash proceeds from the exercise of stock options and an increase in dividends paid primarily due to a $0.01 per share increase in the fourth quarter of 2020. Additional discussion on borrowings is provided in the section entitled "Liquidity and Borrowings".
Free Cash Flows
The Company is including free cash flows, a non-GAAP financial measure, because it is used by management and investors in evaluating the Company’s performance and liquidity. Free cash flows does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Free cash flows should not be interpreted to represent the total cash movement for the period as described in the Company's Financial Statements, or to represent residual cash flow available for discretionary purposes, as it excludes other mandatory expenditures such as debt service. The Company experiences business seasonality that typically results in the majority of cash flows from operating activities and free cash flows being generated in the second half of the year.
Free cash flows is defined by the Company as cash flows from operating activities less purchases of property, plant and equipment.
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A reconciliation of free cash flows to cash flows from operating activities, the most directly comparable GAAP financial measure, is set forth below.
Free Cash Flows Reconciliation to Cash Flows from Operating Activities
(In millions of USD)
(Unaudited)
 Three months ended
December 31,
Year ended
December 31,
 20202019202020192018
$$$$$
Cash flows from operating activities88.6 73.3 179.6 135.0 90.8 
Less purchases of property, plant and equipment(24.8)(9.6)(45.8)(48.2)(75.8)
Free cash flows63.8 63.7 133.8 86.8 15.0 
Free cash flows increased in the year ended December 31, 2020 by $46.9 million to $133.8 million from $86.8 million in the year ended December 31, 2019 primarily due to an increase in cash flows from operating activities and a decrease in capital expenditures.
Free cash flows increased in the year ended December 31, 2019 by $71.8 million to $86.8 million from $15.0 million in the year ended December 31, 2018 primarily due to an increase in cash flows from operating activities and a decrease in capital expenditures.
Free cash flows increased in the fourth quarter of 2020 by $0.1 million to $63.8 million from $63.7 million in the fourth quarter of 2019, primarily due to an increase in cash flows from operating activities, largely offset by an increase in capital expenditures.
Capital Resources
Capital expenditures totalled $24.8 million and $45.8 million in the three months and year ended December 31, 2020, respectively, and were funded primarily by the Company's cash flows from operating activities and borrowings. Capital expenditures for the year ended December 31, 2020 were primarily for investments in e-commerce-related production capacity, maintenance needs, initiatives supporting the efficiency and effectiveness of operations and other strategic initiatives. All of the Company's strategic and growth initiatives are expected to yield an after-tax internal rate of return greater than 15%.
The Company had commitments to suppliers to purchase machinery and equipment totalling approximately $17.0 million as of December 31, 2020, primarily to support e-commerce-related production capacity improvements and other strategic initiatives. The Company expects that such amounts will be paid out in the next twelve months and will be funded by the Company's borrowings and cash flows from operating activities.
Capital expenditures in 2021 are expected to be approximately $100 million, which includes $70 million to expand production capacity in the Company's highest growth product categories, specifically water-activated tape, wovens, protective packaging and films. By installing new capacity within its existing footprint, the Company expects these projects will provide shorter-term investment horizons and return profiles that more than exceed the 15% after-tax internal rate of return threshold that the Company has traditionally applied to its strategic investments. The Company is investing directly into categories where it expects demand to exceed production in the near term. The Company views these as low risk, margin accretive projects. Based on its capital plan, the Company anticipates generating more than $100 million in incremental revenue on an annualized run-rate basis by the end of 2022 as well as additional growth into 2023 and beyond. Also included in the capital expenditures expected for 2021 is $10 million for digital transformation and cost savings initiatives, and $20 million for regular maintenance.
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Contractual Obligations
The Company’s principal contractual obligations and commercial commitments as of December 31, 2020 are summarized in the following table (in millions of USD):
 
 
Payments Due by Period (1)
 TotalLess
than
1 year
1-3
years
4-5
years
After
5 years
$$$$$
Debt obligations (2)
565.6 41.9 223.1 37.0 263.5 
Standby letters of credit (2)
1.5 1.5 — — — 
Capitalized lease obligations (3)
52.3 9.4 18.8 10.3 13.8 
Pensions, post-retirement and other long-term employee benefit plans (4)
10.2 7.5 0.7 1.2 0.8 
Operating lease and service contract obligations1.0 0.5 0.4 0.1 — 
Equipment purchase commitments17.0 17.0 — — — 
Utilities contract obligations (5)
13.8 4.3 7.7 1.8 — 
Raw material purchase commitments (6)
15.8 15.8 — — — 
Other obligations (7)
20.2 12.5 4.7 1.5 1.5 
Total697.5 110.5 255.4 51.9 279.6 
 
(1)"Less than 1 year" represents those payments due in 2021, "1-3 years" represents those payments due in 2022 and 2023, "3-5 years" represents those payments due in 2024 and 2025, 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 $112.4 million representing the contractual undiscounted cash flows categorized by their earliest contractual maturity date. As of December 31, 2020, $2.5 million had been 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 $10.2 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 2021, including benefit payments associated with the health & welfare and other wholly unfunded post-retirement plans. Defined benefit plan contributions beyond 2021 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.
    Defined contribution plan contributions represent the obligation recorded as of December 31, 2020 to be paid in 2021. Certain defined contribution plan contributions beyond 2021 are not determinable since contribution to the plan is at the discretion of the Company.
    Obligations under deferred compensation plans represent participant compensation deferrals and earnings and losses thereon. Amounts due to participants are payable based on participant elections. For certain elections, the amount and timing of a potential cash payment to settle these obligations is not determinable since the decision to settle is not within the Company’s control and, therefore, are not included in the table above. The amounts included in the table are based on current participant balances and represent scheduled distributions only. As of December 31, 2020, obligations under the deferred compensation plan totalled $5.6 million.
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    Refer to Note 20 in the Company’s Financial Statements for a complete discussion of pension, post-retirement and other long-term employee benefit plans.

(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.
    Raw material purchase commitments also include agreements with various raw material suppliers to purchase minimum quantities of certain raw materials at fixed rates, as discussed in the previous section entitled "Off-Balance Sheet Arrangements". The figures included in the table above do not include estimates for storage costs, fees or penalties. The Company currently knows of no event, trend or uncertainty, including the impact of COVID-19, that may affect the availability or benefits of these agreements now or in the future.
Subsequent to December 31, 2020, the Company entered into an agreement with a raw material supplier to purchase raw materials at a fixed rate from September 2021 through December 2022, totalling approximately $7.1 million. This is not included in the table above.
 
(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, 2020, and (vi) other liabilities. Refer to Notes 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.
The amount and timing of a potential cash payment to settle a deferred share unit ("DSU") is not determinable since the decision to settle is not within the Company’s control after the award vests and, therefore, is not included in the table above. Share-based compensation awards that have not vested as of December 31, 2020 are also not included in the table above. Refer to the section below entitled "Capital Stock" for a discussion of share-based compensation plans.
The Company is not able to reasonably estimate the timing of payments associated with deferred tax liabilities and therefore, the preceding table excludes total deferred tax liabilities of $34.1 million. Refer to Note 5 in the Company’s Financial Statements for a complete discussion of income taxes.
The timing related to the settlement of the Company's non-controlling interest put option, which totalled $15.8 million as of December 31, 2020, is not determinable due to the nature of the shareholders’ agreement, which provides each of the non-controlling interest shareholders of Capstone with the right to require the Company to purchase their retained interest at a variable purchase price following a five-year lock-in period following the date of acquisition, with no expiration of these rights. Refer to Note 24 in the Company’s Financial Statements for a complete discussion of non-controlling interest put options.
Purchase orders outside the scope of the raw material purchase commitments as defined in this section are not included in the table above. The Company is not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as these purchase orders typically represent authorizations to purchase rather than binding agreements. For the purposes of this table, contractual obligations for purchase of goods or services are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Company’s purchase orders are based on current demand expectations and are fulfilled by the Company’s vendors within short time horizons. The Company also enters into contracts for outsourced services; however, the obligations under these contracts are not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.
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Capital Stock and Dividends
Common Shares
As of December 31, 2020, there were 59,027,047 common shares of the Company outstanding.
Dividends
On November 11, 2020, the Board of Directors amended the Company's quarterly policy to increase the annualized dividend by 6.8% from $0.59 to $0.63 per common share. The Board's decision to increase the dividend was based on the Company's strong financial position and positive outlook. During the year ended December 31, 2020, cash dividends paid to shareholders were as follows:
 
Declared DatePaid datePer common
share
amount
Shareholder
record date
Common
shares issued
and
outstanding
Aggregate
payment
March 12, 2020March 31, 2020$0.1475 March 23, 202059,009,685 $8.8 
May 12, 2020June 30, 2020$0.1475 June 15, 202059,009,685 $8.7 
August 12, 2020September 30, 2020$0.1475 September 15, 202059,009,685 $8.6 
November 11, 2020December 31, 2020$0.1575 December 16, 202059,019,546 $9.4 
On March 11, 2021, the Board of Directors declared a dividend of $0.1575 per common share payable on March 31, 2021 to shareholders of record at the close of business on March 22, 2021.
The dividends paid in 2020 and payable in 2021 by the Company are "eligible dividends" as defined in subsection 89(1) of the Income Tax Act (Canada).
Share Repurchases
On July 23, 2020, the Company renewed its normal course issuer bid ("NCIB") under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, 2021. As of December 31, 2020 and March 11, 2021, 4,000,000 shares remained available for repurchase under the NCIB.
The Company's two previous NCIBs, which each allowed repurchases for cancellation of up to 4,000,000 common shares, expired on July 22, 2020 and July 22, 2019, respectively. There were no share repurchases during the years ended December 31, 2020 and 2019.
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Share-based Compensation
The Company's share-based compensation plans include: stock options, Stock Appreciation Rights ("SAR"), Performance Share Units ("PSU"), Restricted Share Units ("RSU") and Deferred Share Units ("DSU"). The SAR plan was terminated in 2020.
The table below summarizes share-based compensation activity that occurred during the following periods:
 Three months ended
December 31,
Year ended
December 31,
 20202019202020192018
Equity-settled
Stock options granted — 1,533,183 392,986 242,918 
Stock options exercised17,362 132,500 17,362 359,375 67,500 
Stock options forfeited/cancelled  77,500 32,503 — 
Cash proceeds (in millions of USD)$0.3$1.3$0.3$3.3$0.6
Cash-settled
DSUs granted13,312 9,003 115,114 72,434 69,234 
DSUs settled —  — 37,668 
PSUs granted — 694,777 291,905 284,571 
PSUs cancelled by performance factor (1)
 30,161 346,887 401,319 2,125 
PSUs settled (1)
 —  — 335,465 
PSUs forfeited/cancelled20,891 9,669 25,923 23,739 16,053 
RSUs granted — 281,326 120,197 113,047 
RSUs forfeited/cancelled6,965 2,013 8,643 7,412 1,228 
SARs exercised  —  147,500
Cash settlements (in millions of USD)   $7.9
Share-based compensation expense (benefit) (in millions of USD)$18.4($1.5)$22.9$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 DateDate SettledTarget SharesPerformancePSUs settled
March 14, 2015March 21, 2018217,860 100 %217,860 
May 14, 2015May 22, 2018115,480 100 %115,480 
May 20, 2015May 28, 20184,250 50 %2,125 
March 21, 2016March 21, 2019371,158 %— 
December 20, 2016December 20, 201930,161 %— 
March 20, 2017March 20, 2020346,887 %— 
Grant details for PSUs granted during the year ended December 31, 2020:
The number of PSUs granted during the year ended December 31, 2020 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:
25% based on the Company's total shareholder return ("TSR") ranking relative to the S&P North America SmallCap Materials (Industry Group) Index (the "Index Group") over the measurement period as set out in the table below;
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25% based on the Company's TSR ranking relative to a specified peer group of companies ("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.
Grant details for PSUs granted during the years ended December 31, 2019 and 2018:
The number of PSUs granted during the years ended December 31, 2019 and 2018 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:
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 ROIC Performance as set out in the table below.
The relative TSR performance adjustment factor is determined as follows:
TSR Ranking Relative to the Index Group/Peer GroupPercent of Target Shares Vested
90th percentile or higher 200 %
75th percentile150 %
50th percentile100 %
25th percentile 50 %
Less than the 25th percentile %
The ROIC Performance adjustment factor is determined as follows:
ROIC Performance Percent of Target Shares Vested
1st Tier%
2nd Tier50 %
3rd Tier100 %
4th Tier150 %
The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above are interpolated on a straight-line basis.
The performance period is the period from January 1st in the year of grant through December 31st of the third calendar year following the date of grant. The PSUs are expensed over the vesting period beginning from the date of grant through February 15th of the fourth calendar year following the date of grant.
On December 7, 2020, the Board of Directors approved amendments that, among other things: (i) provide for vesting of future annual DSU grants over a service period and (ii) allow participants to elect to receive settlement of their DSUs in the calendar year that their services end or in the following calendar year in accordance with, and to extent permitted by, applicable tax rules. DSUs granted prior to this amendment (i) were expensed immediately if received as part of an annual grant and (ii) for US directors, will be settled in the calendar year in which their services end. DSUs granted subsequent to this amendment and as part of an annual grant are expensed as earned over the service period. DSUs received in lieu of cash for directors’ fees continue to be expensed as earned over the service period.
As of December 31, 2020, $17.8 million was recorded in share-based compensation liabilities, current, and $13.7 million was recorded in share-based compensation liabilities, non-current.
Pension and Other Post-Retirement Benefit Plans
The Company’s pension and other post-retirement benefit plans had an unfunded net deficit of $16.8 million as of December 31, 2020 as compared to $15.1 million as of December 31, 2019. The increase was primarily due to a decrease in the weighted average discount rate at year-end from 2.98% and 3.15% for US and Canadian plans, respectively, as of December 31, 2019 to 2.15% and 2.55% for US and Canadian plans, respectively, as of December 31, 2020. This change in the defined benefit obligation was partially offset by favourable plan asset performance.
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Adverse market conditions could require the Company to make additional cash payments to fund the plans which could reduce cash available for other business needs; however, the Company expects to meet its minimum required pension benefit plan funding obligations for 2021. None of the defined benefit plan assets were invested in any of the Company’s own equity or financial instruments or in any property or other assets used by the Company.
Financial Risk, Objectives and Policies
Interest Rate Risk
The Company is exposed to a risk of change in cash flows due to the fluctuations in interest rates on its variable rate borrowings.
To minimize the potential long-term cost of floating rate borrowings, the Company entered into interest rate swap agreements.
The interest rate swap agreements involve the exchange of periodic payments excluding the notional principal amount upon which the payments are based. If the underlying interest rate swap agreement is a qualifying cash flow hedge, these payments are recorded as an adjustment of interest expense on the hedged debt instruments and the related amount payable to or receivable from counterparties is included as an adjustment to accrued interest. Cash payments related to non-qualifying cash flow hedges are recorded as a reduction of the fair value of the corresponding interest rate swap agreement recognized in the balance sheet, which indirectly impacts the change in fair value recorded in earnings.
The Company was party to the following interest rate swap agreements which are qualifying cash flow hedges designated as hedging instruments as of December 31, 2020 and 2019 (in millions of USD):
Effective DateMaturityNotional amount
$
SettlementFixed interest
rate paid
%
June 8, 2017June 20, 202240.0 Monthly1.7900 
August 20, 2018August 18, 202360.0 Monthly2.0450 
The fair value of the derivative liabilities totalled $4.0 million and $1.3 million as of December 31, 2020 and 2019, respectively.
Additionally, on November 18, 2019 an interest rate swap agreement with a notional amount of $40.0 million and fixed interest rate of 1.61%, which was considered a non-qualifying cash flow hedge, matured and was settled in full and on December 12, 2019, and an interest rate swap agreement with a notional amount of CDN $36.0 million and fixed interest rate of 1.6825%, which was considered a qualifying cash flow hedge, matured and was also settled in full.
Exchange Risk
The Company’s Financial Statements are expressed in USD while a portion of its business is conducted in other currencies. Changes in the exchange rates for such currencies into USD can increase or decrease revenues, operating profit, earnings and the carrying values of assets and liabilities.
The Company's primary strategy to minimize its risk of foreign currency exposure is to ensure that the Financial Risk Management Committee:
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.
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Hedge of net investment in foreign operations
A foreign currency exposure arises from Intertape Polymer Group Inc.'s (the “Parent Company”) net investment in its USD functional currency subsidiary, IPG (US) Holdings Inc. The risk arises from the fluctuations in the USD and CDN current exchange rate, which causes the amount of the net investment in IPG (US) Holdings Inc. to vary.
In 2018, the Parent Company completed the private placement of its USD denominated Senior Unsecured Notes which resulted in additional equity investments in IPG (US) Holdings Inc. The Senior Unsecured Notes are being used to hedge the Company’s exposure to the USD foreign exchange risk on this investment.
Gains or losses on the retranslation of this borrowing are transferred to OCI to offset any gains or losses on translation of the net investment in the subsidiary.
There is an economic relationship between the hedged item and the hedging instrument as the net investment creates a translation risk that will match the foreign exchange risk on the USD borrowing designated as the hedging instrument. Hedge ineffectiveness will arise when the amount of the investment in the foreign subsidiary becomes lower than the outstanding amount of the Senior Unsecured Notes. Hedge ineffectiveness is recorded in finance costs (income) in other (income) expense, net.
The changes in value related to the Senior Unsecured Notes designated as a hedging instrument, in the hedge of a net investment, are as follows for the years ended December 31 (in millions of USD):
20202019
$$
Gain from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness6.5 11.2 
Gain from Senior Unsecured Notes recognized in OCI6.5 10.3 
Gain from hedge ineffectiveness recognized in earnings in finance costs (income) in other (income) expense, net 0.9 
Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI(0.8)0.0 
The cumulative amounts included in the foreign currency translation reserve related to the net investment in IPG (US) Holdings, Inc., designated as the hedged item in the hedge of a net investment, (in millions of USD) is as follows as of:
December 31,
2020
December 31,
2019
$$
Cumulative gain included in foreign currency translation reserve in OCI7.3 0.9 
Litigation
The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all of the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as of December 31, 2020.
Critical Accounting Judgments, Estimates and Assumptions
The preparation of the Financial Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Significant changes in the underlying assumptions could result in significant changes to these estimates. Consequently, management reviews these estimates on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about these significant judgments, assumptions and estimates that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are summarized below.
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The Company is closely monitoring the impact of the COVID-19 pandemic as a potential trigger for changes in critical accounting judgments, estimates and assumptions. As of December 31, 2020, and as a result of the impact of COVID-19, the Company recorded a fair value adjustment to its contingent consideration related to the Nortech Acquisition and certain termination benefits related to a restructuring plan the Company initiated in response to COVID-19 uncertainties. There were no other material impairments, changes to allowance for credit losses, restructuring charges or other changes in critical accounting judgments, estimates and assumptions that it can directly attribute to COVID-19 or otherwise.
Significant Management Judgments
Deferred income taxes
Deferred tax assets are recognized for unused tax losses and tax credits to the extent that it is probable that future taxable income will be available against which the losses can be utilized. These estimates are reviewed at every reporting date. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of the reversal of existing timing differences, future taxable income and future tax planning strategies. Refer to Note 5 of the Company’s Financial Statements for more information regarding income taxes.
Determination of the aggregation of operating segments
The Company uses judgment in the aggregation of operating segments for financial reporting and disclosure purposes. In doing so, management has determined that there are two operating segments consisting of a tape, film, protective packaging and machinery segment and an engineered coated product segment. The Company has aggregated these two operating segments into one reporting segment due to similar characteristics including the nature of goods and services provided to its customers, methods used in the sale and distribution of those goods and services, types of customers comprising its customer base, and the regulatory environment in which the Company operates.
Estimation Uncertainty
Impairments
At the end of each reporting period, the Company performs a test of impairment on assets subject to depreciation and amortization if there are indicators of impairment. Cash-generating units ("CGU") containing goodwill or intangible assets having indefinite useful lives are tested at least annually, regardless of the existence of impairment indicators. An impairment loss is recognized when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use is based on estimated discounted net future cash inflows, which are derived from management's financial forecast models of the estimated remaining useful life of the asset or CGU, and do not include restructuring activities to which the Company is not yet formally committed, nor any anticipated significant future investments expected to enhance the performance of the asset or CGU being tested. The calculated value in use varies depending on the discount rate applied to the estimated discounted cash flows, the estimated future cash flows, and the growth rate used for extrapolation purposes.
Refer to Note 13 of the Company’s Financial Statements for more information regarding impairment testing.
Pension, post-retirement and other long-term employee benefits
The cost of defined benefit pension plans and other post-retirement benefit plans and the present value of the related obligations are determined using actuarial valuations. The determination of benefits expense and related obligations requires assumptions such as the discount rate to measure obligations, expected mortality and the expected health care cost trend. These assumptions are developed by management with the assistance of independent actuaries and are based on current actuarial benchmarks and management’s historical experience. Actual results will differ from estimated results, which are based on assumptions. Refer to Note 20 of the Company’s Financial Statements for more information regarding the assumptions related to the pension and other post-retirement benefit plans.
Uncertain tax positions
The Company is subject to taxation in numerous jurisdictions and may have transactions and calculations during the course of business for which the ultimate tax determination is uncertain. The Company maintains provisions for uncertain tax positions that it believes appropriately reflects its risk. These provisions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these
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provisions at the end of the reporting period. However, it is possible that at some future date, liabilities in excess of the Company’s provisions could result from audits by, or litigation with, the relevant taxing authorities. As of December 31, 2020 and 2019, the Company does not have any matters for which the tax determination is uncertain and as such, no provision has been recognized. Refer to Note 5 of the Company’s Financial Statements for more information regarding income taxes.
Useful lives of depreciable assets
The Company depreciates property, plant and equipment over the estimated useful lives of the assets. Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. In determining the estimated useful life of these assets, significant judgment is required. Judgment is required to determine whether events or circumstances warrant a revision to the remaining periods of depreciation and amortization. The Company considers expectations of the in-service period of these assets in determining these estimates. The Company assesses the estimated useful life of these assets at each reporting date. If the Company determines that the useful life of an asset is different from the original assessment, changes to depreciation and amortization will be applied prospectively. The estimates of cash flows used to assess the potential impairment of these assets are also subject to measurement uncertainty. Actual results may vary due to technical or commercial obsolescence, particularly with respect to information technology and manufacturing equipment.
Right-of-use assets and lease liabilities
Extension and early termination options are included in a number of leases across the Company. These are used to maximize operational flexibility in terms of managing assets used in the Company's operations. In determining the lease term and lease payments to be included in the measurement of the corresponding right-of-use asset and lease liability, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise an early termination option. Extension options (or periods after early termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not early terminated). The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. Refer to Note 15 of the Company’s Financial Statements for more information regarding right-of-use assets and lease liabilities.
Net realizable value of inventories and parts and supplies
Inventories are measured at the lower of cost or net realizable value. In estimating net realizable values of inventories, management takes into account the most reliable evidence available at the time the estimate is made.
Provisions for slow-moving and obsolete inventories are made based on the age and estimated net realizable value of inventories. The assessment of the provision involves management judgment and estimates associated with expected disposition of the inventory. Refer to Note 7 of the Company’s Financial Statements for information regarding inventories and write-downs of inventories.
Allowance for doubtful accounts and revenue adjustments
During each reporting period, the Company makes an assessment of whether trade accounts receivable are collectible from customers. Accordingly, management establishes an allowance for estimated losses arising from non-payment and other revenue adjustments. The Company’s allowance for expected credit loss reflects lifetime expected credit losses using a provision matrix model, supplemented by an allowance for individually impaired trade receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for any change in risk of the trade receivable population based on credit monitoring indicators, and expectations of general economic conditions that might affect the collection of trade receivables. The provision matrix applies fixed provision rates depending on the number of days that a trade receivable is past due, with higher rates applied the longer a balance is past due. The Company also records reductions to revenue for estimated returns, claims, customer rebates, and other incentives. These incentives are recorded as a reduction to revenue at the time of the initial sale using the most-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible consideration outcomes. The range of possible outcomes are primarily derived from the following inputs: sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. If future collections and trends differ from estimates, future earnings will be affected. Refer to Note 24 of the Company’s Financial Statements for more information regarding the allowance for doubtful accounts and the related credit risks.
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Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, when the effect of the time value of money is material.
The Company's provisions include environmental and restoration obligations, termination benefits and other and litigation provisions. Refer to Note 16 of the Company’s Financial Statements for more information regarding provisions.
Share-based compensation
The estimation of share-based compensation fair value and expense requires the selection of an appropriate pricing model.
The model used by the Company for stock options and SAR awards is the Black-Scholes pricing model. The Black-Scholes model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Company’s own common shares, the probable life of awards granted, the time of exercise, the risk-free interest rate commensurate with the term of the awards, and the expected dividend yield.
The model used by the Company for PSU awards subject to a market performance condition is the Monte Carlo simulation model. The Monte Carlo model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Company’s own common shares as well as those of a peer group and the risk-free interest rate commensurate with the term of the awards. For PSU awards subject to a non-market performance condition, management estimates the expected achievement of performance criteria using long-range forecasting models.
Refer to Note 18 of the Company’s Financial Statements for more information regarding share-based compensation expense.
Business acquisitions
Management uses various valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. Refer to Note 19 of the Company’s Financial Statements for more information regarding business acquisitions.
New Standards adopted as of January 1, 2020
On March 29, 2018, the IASB issued its revised Conceptual Framework for Financial Reporting ("Conceptual Framework"). This replaces the previous version of the Conceptual Framework issued in 2010. The revised Conceptual Framework became effective on January 1, 2020. The revised Conceptual Framework does not constitute a substantial revision from the previously effective guidance but does provide additional guidance on topics not previously covered such as presentation and disclosure, revised definitions of an asset and a liability, as well as new guidance on measurement and derecognition. There was no material impact to the Company’s Financial Statements as a result of adopting the revised Conceptual Framework.
On September 26, 2019, the IASB published Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) in response to the ongoing reform of interest rate benchmarks around the world. The objective of the amendments is to modify specific hedge accounting requirements so that entities would apply those hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows of the hedging instrument are based is not altered as a result of interest rate benchmark reform. The amendments became effective on January 1, 2020. There was no
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material impact to the Company’s Financial Statements as a result of adopting Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) due to the application of the amendments by the Company in the following ways:

The Company has floating rate debt, linked to the London Inter-bank Offered Rate ("LIBOR"), which it cash flow hedges using interest rate swaps (refer to Note 24 for additional information on the Company's interest rate swaps). The amendments permit continuation of hedge accounting even though there is uncertainty about the timing and amount of the hedged cash flows due to the interest rate benchmark reforms.

The Company will retain the cumulative gain or loss in the cash flow hedge reserve for designated cash flow hedges that are subject to interest rate benchmark reforms even though there is uncertainty arising from the interest rate benchmark reform with respect to the timing and amount of the cash flows of the hedged items. Should the Company consider the hedged future cash flows are no longer expected to occur due to reasons other than interest rate benchmark reform, the cumulative gain or loss will be immediately reclassified to profit or loss.

Other pronouncements and amendments
In the current year, the Company has applied a number of other amendments to IFRS and Interpretations issued by the IASB that are effective for annual periods beginning on or after January 1, 2020. Their adoption has not had any material impact on the disclosures or on the amounts reported in the Company's Financial Statements.
New Standards and Interpretations Issued but Not Yet Effective
As of the date of authorization of the Company’s Financial Statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s Financial Statements, are detailed as follows:
On January 23, 2020, the IASB published Classification of Liabilities as Current or Non-current (Amendments to IAS 1), which includes narrow-scope amendments to IAS 1 Presentation of Financial Statements. The objective of the amendments is to clarify how to classify debt and other liabilities as current or non-current depending on the rights that exist at the end of the reporting period. The amendments include clarification of the classification requirements for debt a company could settle by converting it into equity. The amendments are effective on January 1, 2023 and will be applied retrospectively. Management is currently assessing, but has not yet determined, the impact on the Company’s Financial Statements.
On May 14, 2020, the IASB published Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16), which prohibits deducting amounts received from selling items produced while preparing the asset for its intended use from the cost of property, plant and equipment. Instead, such sales proceeds and related costs will be recognized in earnings. The amendments are effective on January 1, 2022. Management is currently assessing, but has not yet determined, the impact on the Company’s Financial Statements.
On May 14, 2020, the IASB published Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37), which specifies the costs a Company can include when assessing whether a contract will be loss-making. The amendments are effective on January 1, 2022. Management is currently assessing, but has not yet determined, the impact on the Company’s Financial Statements.
On May 14, 2020, the IASB published Annual Improvements to IFRS Standards 2018 - 2020, which amends IFRS 1, IFRS 9, and the Illustrative Examples accompanying IFRS 16. These are minor amendments that clarify, simplify or remove redundant wordings in the standards. The amendments are effective on January 1, 2022. Management is currently assessing, but has not yet determined, the impact on the Company’s Financial Statements.
On May 28, 2020, the IASB published Covid-19-Related Rent Concessions (Amendment to IFRS 16), which amends IFRS 16, Leases, to provide lessees with a practical expedient that relieves lessees from assessing whether a COVID-19-related rent concession is a lease modification. The amendments are effective for annual reporting periods beginning on or after June 1, 2020 and will be applied retrospectively. Management has completed its analysis of the guidance and does not currently expect it to materially impact the Company’s Financial Statements.
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On August 27, 2020, the IASB published Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16) in response to the ongoing reform of interest rate benchmarks around the world. The objective of the amendments is to support the application of the requirements of IFRS Standards when changes are made to contractual cash flows or hedging relationships as a result of the transition to an alternative benchmark interest rate. The amendments are effective on January 1, 2021 and will be applied retrospectively. Management has completed its analysis of the guidance and has determined that this amendment does not materially impact the Company’s Financial Statements.
Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s Financial Statements.
Internal Control Over Financial Reporting
In accordance with the Canadian Securities Administrators National Instrument 52-109, "Certification of Disclosure in Issuers’ Annual and Interim Filings" ("NI 52-109"), the Company has filed interim certificates signed by the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") that, among other things, report on the design of disclosure controls and procedures and design of internal control over financial reporting. With regards to the annual certification requirements of NI 52-109, the Company relies on the statutory exemption contained in section 8.1 of NI 52-109, which allows it to file with the Canadian securities regulatory authorities the certificates required under the Sarbanes-Oxley Act of 2002 at the same time such certificates are required to be filed in the United States of America.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation and that such information is accumulated and communicated to the Company's management including the CEO and CFO as appropriate to allow timely decision regarding required disclosure. The Company has also established internal control over financial reporting which is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and its compliance with GAAP (as derived in accordance with IFRS) in its Financial Statements.
Management, under the supervision of the Company's CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as well as the effectiveness of the Company's internal control over financial reporting. The CEO and CFO have concluded that the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2020 were effective.
There have been no changes to the Company’s internal control over financial reporting during the Company’s most recent interim period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Additional Information
Additional information relating to the Company, including its Form 20-F filed in lieu of an Annual Information Form for 2019, is available on the Company’s website (www.itape.com) as well as under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
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Forward-Looking Statements
Certain statements and information included in this MD&A constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, "forward-looking statements"), which are made in reliance upon the protections provided by such legislation for forward-looking statements. All statements other than statements of historical facts included in this MD&A, including statements regarding the Company’s industry and the Company’s outlook, prospects, plans, financial position, future transactions, acquisitions and partnerships, the expected financial performance and benefits of acquisitions, including the Nortech transaction, the expected synergies gained from the Nortech acquisition, strategic initiatives and anticipated demand in growing markets, including e-commerce, sales and financial results, inventory, income tax and effective tax rate, availability of funds and credit, expected credit spread, level of indebtedness, payment of dividends, share repurchases, capital and other significant expenditures including, but not limited to expected rate of return, timing, risk level, growth and revenue of such expenditures and expansion projects, working capital requirements, manufacturing facility closures and restructurings, and related cost savings, the Company's production plans, including at its greenfield manufacturing facilities, remote work arrangements and absentee rate at facilities in North America, sourcing of raw materials including the availability and pricing due to supply chain disruptions, including the Texas weather-related event, pension plan contribution requirements and administration expenses, liquidity, selling prices including maintaining dollar spread due to higher raw material and freight costs, fluctuations in costs, the impacts of new accounting standards, including the impact of new accounting guidance for leases, contractual commitments, judgments, estimates, assumptions, litigation and business strategy, may constitute forward-looking statements. These forward-looking statements are based on current beliefs, assumptions, expectations, estimates, forecasts and projections made by the Company’s management. Words such as "may," "will," "should," "expect," "continue," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "seek" or the negatives of these terms or variations of them or similar terminology are intended to identify such forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things: business conditions and growth or declines in the Company’s industry, the Company’s customers’ industries and the general economy, including as a result of the impact of COVID-19; tax and regulatory environments, the anticipated benefits from the Company’s manufacturing facility closures and other restructuring efforts; the anticipated benefits from the Company's greenfield projects and manufacturing facility expansions; the impact of selling prices; the impact of fluctuations in raw material prices and freight costs; the anticipated benefits from the Company’s acquisitions and partnerships; the Company's ability to integrate and realize synergies from acquisitions; the anticipated benefits from the Company’s capital expenditures; the quality of, and market reception for, the Company’s products; the Company’s anticipated business strategies; risks and costs inherent in litigation; the Company’s ability to maintain and improve product quality and customer service; anticipated trends in the Company’s business; anticipated cash flows from the Company’s operations; availability of funds under the Company’s 2018 Credit Facility, 2018 Powerband Credit Facility, and 2018 Capstone Facility; the flexibility to allocate capital after the Senior Unsecured Notes offering; changes to accounting rules and standards; and the Company’s ability to continue to control costs. The Company can give no assurance that these statements and expectations will prove to have been correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. Readers are cautioned not to place undue reliance on any forward-looking statement. For additional information regarding some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements and other risks and uncertainties, and the assumptions underlying the forward-looking statements, you are encouraged to read "Item 3. Key Information - Risk Factors," "Item 5 Operating and Financial Review and Prospects (Management’s Discussion & Analysis)" and statements located elsewhere in the Company’s annual report on Form 20-F for the year ended December 31, 2019 and the other statements and factors contained in the Company’s filings with the Canadian securities regulators and the US Securities and Exchange Commission. Each of the forward-looking statements speaks only as of the date of this MD&A. The Company will not update these statements unless applicable securities laws require it to do so.
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Item 6:Directors, Senior Management and Employees
 
 A.DIRECTORS AND SENIOR MANAGEMENT
Directors
The following table sets forth the name, residence, position, and principal occupations for the last five (5) years of each Director of the Company as of the date hereof, as well as the year during which each Director was first elected. Each Director is elected for a term of one year and may be nominated for re-election at the Company’s following annual shareholders’ meeting. The next annual shareholders’ meeting is scheduled to be held on May 12, 2021, at which time the current term of each Director will expire.
Name and
City of Residence
Position and OccupationFirst Year as
Director
Robert M. Beil
Phoenix, Arizona
Director
 
Sales, Marketing, Business and Executive Management, The Dow Chemical Company, 1975 to 2006
2007
Christopher R. Cawston
Toronto, Ontario, Canada
Director

President and Chief Executive Officer, The Cawston Group (financial, strategic and operational advisory group), 2010 to 2015, 2020 to present

President, Sym-Tech Dealer Services (provider of finance and insurance solutions to automobile dealers and equipment manufacturers), 2015 to 2020

Director, AutoServe1 (cloud-based auto repair shop management solution), 2014 to 2019
2020
Jane Craighead
Elizabethtown, Ontario, Canada
Director

Director, Jarislowsky Fraser Limited (independent investment firm), 2018 to present

Director, Clearwater Food Services (a seafood company engaged in the harvesting, processing, distribution and marketing of seafood), 2015 to 2021

Senior Vice President of Global Human Resources, Scotiabank, 2011 to 2019
2020
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
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Name and
City of Residence
Position and OccupationFirst Year as
Director
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
James Pantelidis
Toronto, Ontario, Canada
Chairman of the Board of Directors
 
Director and Chairman of the Board of Parkland Corporation (1) (distributor and marketer of fuels and lubricants), 1999 to present

Chairman of the Supply and Development Committee of Parkland 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 member of the Audit Committee and Finance 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
 
2015
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Name and
City of Residence
Position and OccupationFirst Year as
Director
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.
Senior Management
The following table sets forth the name, residence and position and principal occupations for the last five (5) years of each member of senior management of the Company (which for these purposes is the Chief Executive Officer, the Chief Financial Officer, and the three most highly compensated executive officers) as of the date hereof, as well as the year during which each was first elected.
Name and City of
Residence
Position and OccupationFirst Elected
To Office
Gregory A.C. Yull
Sarasota, Florida
Chief Executive Officer & President2010
Jeffrey Crystal, CPA, CA
Sarasota, Florida
Chief Financial Officer2014
Douglas Nalette
Bradenton, Florida
Senior Vice President, Operations2006
Shawn Nelson
Bradenton, Florida
Senior Vice President, Sales2010
Joseph Tocci
Bradenton, Florida
Senior Vice President, Global Sourcing and Supply Chain2013
 B.COMPENSATION
Director Compensation

Directors receive annual fees for their service which are paid semi-annually. Directors are eligible to receive deferred share units ("DSUs"), the purpose of which is to provide participants with a form of compensation which promotes greater alignment of the interests of the participants and the shareholders of the Company in creating long-term shareholder value.
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The following table sets forth the compensation paid, and benefits in kind granted, to directors for the last fiscal year for serving as directors of the Company, with the exception of Gregory A. C. Yull, who does not receive any compensation for serving as director being that he is an executive of the Company.
Annual Board and Committee Fees Earned
$
Allocation of Annual Fees(1)
Share-Based Awards
Name
DSUs(2)
$
Cash
$
Other
$
DSUs(3)
$
Robert M. Beil85,00085,00095,000
Chris R. Cawston15,11015,11055,000(5)
Jane Craighead14,90314,90355,000(5)
Frank Di Tomaso90,00090,00095,000
Robert J. Foster85,00085,00095,000
Dahra Granovsky72,00072,00095,000
James Pantelidis154,000154,00095,000
Jorge N. Quintas72,00072,00095,000
Mary Pat Salomone80,00080,00095,000
Melbourne F. Yull74,00074,000260,935(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).
(4)Mr. Yull receives a pension from the Company (see “Pension and Other Post-Retirement Benefit Plans” below).
(5)The fees paid to Mr. Cawston and Ms. Craighead are proportionate to the time they will have served as a director as of the date of the Annual Meeting of Shareholders.

Senior Management Compensation
This section provides discussion and analysis of the specific decisions of the Human Resources and Compensation Committee ("HRCC") regarding the compensation of senior management for the year ended December 31, 2020.
Executive Summary
Our Compensation Philosophy
The Company’s executive compensation philosophy and program objectives are directed primarily by two guiding principles. First, the program is intended to provide competitive levels of compensation, at expected levels of performance, in order to attract, motivate and retain talented executives. Second, the program is intended to create an alignment of interest between the Company’s executives, performance objectives, and shareholders, so that a significant portion of each executive’s compensation is linked to creating long-term shareholder value. These two objectives are managed within the context of consideration of risk and governance best practices.
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Our Pay PracticesWhat we do:What we don't do:
☑ Pay for Performance - 100% of the long-term incentive program is linked to share price performance
☑ Multi-dimensional assessment of performance including earnings, balance sheet, cash flows and market performance
☑ Use a similarly sized peer group of companies for market pay level benchmarking
☑ Target pay opportunities to be within reasonable range of median
☑ Require compliance with stock ownership requirements
☑ Engage an independent consultant
☑ Maintain the ability to clawback compensation in connection with financial restatement
☒ Hedging
☒ Encourage excessive risk taking
☒ Re-price options
☒ Discount options
☒ Offer excessive perquisites



Our Performance
Management put effective measures in place to ensure the safety of our workforce and the continuity of our essential production in response to the uncertainty caused by COVID-19, including: social distancing, face covering requirements, health interviews prior to entry to facilities, increased frequency of cleaning and sanitization, enhanced health care coverage for COVID-19 testing and treatment, support for remote work arrangements, proactive cost reduction and cash conservation initiatives, supply chain risk mitigation, and production of personal protective equipment, like medical gowns, in addition to the Company's essential products.
Adjusted EBITDA grew 23% from $172.2 million in 2019 to $211.1 million in 2020.
Material increase in adjusted EBITDA margin to 17.4% in 2020 from 14.9% in 2019.
Cash flows from operating activities grew 33% from $135.0 million in 2019 to $179.6 million in 2020.
Continued strong generation of free cash flows of $133.8 million in 2020 from $86.8 million in 2019.
Prioritization of debt reduction resulted in net repayments of $23.9 million and drop in total leverage ratio to 2.2 in 2020.
One-year and three-year total shareholder return ranking relative to the Peer Group was in the 94th percentile and 78th percentile, respectively.
Experienced strong growth in the e-commerce market where the Company supplies water-activated tape, protective packaging, dispensers and films and the growth in the building & construction market which uses the Company's woven products and tapes.
The dividend was increased 6.8% on an annualized basis to $0.63 per common share.
Embracing sustainability was formally added to the Company's long-term strategic pillars and the ESG Committee was formed strengthening its commitment to sustainability.
Four additional products achieved Cradle to Cradle CertifiedTM status as part of the ongoing sustainability strategic initiatives.
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Compensation of Senior Management
Annual incentive award targets required Compensation Adjusted EBITDA and Compensation Cash Flows growth of approximately 5% each from 2019 results.
Senior management received annual incentive awards at 200% of their targets, given outstanding performance.
Performance share unit ("PSU") awards granted in 2017 were settled in 2020 at 0% of the value granted based on the TSR for the three-year performance period ending on March 20, 2020.
Long-term incentive awards represented, on average, 25% of senior management's 2020 total compensation, 72% of which were in the form of performance-based awards.
On average, base salaries for senior management were increased in 2020 by 2.3% to provide them with market competitive and reasonable compensation.
Executive Compensation Program Principles
In support of the Company's compensation philosophy, the executive compensation program is designed to reward performance that is directly relevant to the Company’s short-term and long-term success. The Company provides both short-term and long-term incentive compensation that varies based on corporate and individual performance.
Three primary components comprise the Company’s compensation program: base salary, annual performance-based incentive plan award and a long-term incentive plan award comprised of PSUs and restricted share units ("RSUs") pursuant to the Amended and Restated Performance and Restricted Share Unit Plan (the "PRSU Plan"), and stock options pursuant to the 2019 Executive Stock Option Plan (the "2019 ESOP").
Each element of compensation fulfills a different, but important, role in attracting, retaining and motivating qualified executives and employees. The Company provides a balanced compensation program with both short-term (salary and annual incentive plan award) and long-term (PSUs, RSUs and stock options) compensation. The following describes the Company’s executive compensation program by component of compensation and discusses how each component relates to the Company’s overall executive compensation objective.
Compensation ElementPurpose
Annual base salaryTo provide a base level of annual compensation for the Company’s NEOs generally set at a level that is within a competitive range of the median of companies that compete with the Company for business and executive talent (the "Compensation Peer Group")
Annual incentive plan awardTo encourage and reward performance over the financial year (typically, compared to predefined goals and objectives) and reflect progress toward predetermined company-wide and individual objectives
Long-term incentives / EquityTo reinforce shareholder alignment, retention and long-term performance orientation
The base salaries of the senior management are reviewed annually and adjusted periodically to take into account the following factors: market and economic conditions; levels of responsibility, scope of the role and accountability of each member of senior management; skills, experience and competencies of each member of senior management; retention considerations; and sustained performance.
In 2020, the Company issued PSUs and RSUs under the PRSU Plan and stock options under the 2019 ESOP. Annual incentive plan awards are typically based on predetermined performance goals and may form a greater or lesser part of the entire compensation package in any given year, depending on performance. The following table sets forth the compensation
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paid, and benefits in kind granted, to senior management for the last fiscal year for services in all capacities to the Company, including contingent and deferred compensation (also see "US Deferred Compensation" below for additional details).
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. Yull868,4001,736,80054,034(5)851,301462,200334,107
Jeffrey Crystal477,672716,508195,566106,18383,288
Douglas Nalette407,809407,809 103,53856,21444,093
Shawn Nelson379,314379,314 103,53856,21444,093
Joseph Tocci362,765362,765 103,53856,21444,093
 
(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.

US Deferred Compensation

In the US, the Company provides a deferred compensation plan to certain employees, including the members of senior management. Earnings and losses on the deferral and amounts due to the participants are payable based on participant elections. Assets are held in a Rabbi trust and are composed of corporate owned life insurance policies. Participant investment selections are used to direct the allocation of funds underlying the corporate owned life insurance policies. The following table sets out the eligible compensation deferred in 2020 and the accumulated value as of December 31, 2020 for each member of senior management.
Name
Compensation Deferred in 2020
$
Accumulated Value at Year End
$
Gregory A.C. Yull152,453 1,067,266 
Jeffrey Crystal132,489 720,383 
Douglas Nalette— — 
Shawn Nelson— — 
Joseph Tocci75,000 531,192 
Annual Incentive Plan Awards - Bonuses
Each of the members of senior management received a performance bonus for 2020. Bonuses are typically paid based on the level of achievement of pre-defined financial objectives of the Company. The Company attributes to each executive, depending on his or her management level, a bonus target level set as a percentage of his or her salary, representing the amount that will be paid if all objectives are achieved according to the targets set. Actual bonuses may vary between zero and 200% of the target bonus, based on the level of achievement of the predetermined objectives. The objectives and weight attached thereto are re-evaluated on an annual basis by the HRCC. The HRCC has discretion to adjust bonus payments upwards or downwards to ensure that payouts are aligned with the Company's performance and reflect the level of risk and responsibility undertaken to achieve results.
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For the fiscal year ended December 31, 2020, at the HRCC’s recommendation, the Board of Directors elected to determine bonuses based on the Company achieving target levels of Compensation Adjusted EBITDA and Compensation Cash Flows. For the fiscal year ended December 31, 2020, the incentive design was as follows:
itp-20201231_g1.jpg
Compensation Adjusted EBITDA is defined by the HRCC as Adjusted EBITDA excluding performance bonus expense. Adjusted EBITDA is defined and reconciled in Item 5: Operating and Financial Review and Prospects (Management's Discussion & Analysis). Compensation Cash Flows is defined by HRCC as cash flows from operating activities excluding M&A Costs paid in the current year excluding certain costs associated with planned acquisition integration activities and the income tax effect of these items. These measures adjust for certain expenses and charges expected (at the time of the Board’s election) to be incurred by the Company during the year (e.g., M&A Costs and manufacturing facility closures, restructuring and other related charges), which are determined to be in the long term interest of the Company. Accordingly, the HRCC determined that such amounts should not impact the ability of senior management to achieve the performance bonus targets for the year ended December 31, 2020. Compensation Adjusted EBITDA and Compensation Cash Flows are non-GAAP financial measures and are reconciled to their respective, most directly comparable GAAP financial measure in the following tables (in millions of USD):
 Year ended
December 31,
 2020
$
Adjusted EBITDA211.1 
Performance bonus expense9.2 
Compensation Adjusted EBITDA220.4 

 Year ended
December 31,
 2020
$
Cash flows from operating activities179.6 
M&A Costs2.7 
Income tax effect of these items(0.4)
Compensation Cash Flows182.0 
The criteria to be used for determination of annual incentive plan amounts are typically reviewed by the HRCC in March. In March of 2020, the HRCC considered whether there should, in the context of the COVID-19 pandemic, be alternative performance objectives included in the annual incentive plan and therefore delayed setting the relevant goals given the uncertainty of the economic environment at the time. Ultimately, and with more information regarding the Company's performance and results, the determination was made to have the annual incentive plan payouts be based on the original, pre-COVID-19 financial objectives presented in March.
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The target amount for Compensation Adjusted EBITDA for 2020 was $187.5 million (the “Compensation Adjusted EBITDA Target”) and the target amount for Compensation Cash Flows for 2020 was $148.4 million (the “Compensation Cash Flows Target”). The Compensation Adjusted EBITDA for 2020 used for the purposes of determining bonuses was $220.4 million, which was 117.5% of the Compensation Adjusted EBITDA Target. The Compensation Cash Flows for 2020 was $182.0 million, which was 122.6% of the Compensation Cash Flow Target.
The following table presents the target incentive plan award as a percentage of salary.
Gregory
A.C. Yull
Jeffrey
Crystal
Douglas
Nalette
Shawn NelsonJoseph
Tocci
Incentive plan award as a percentage of salary:
Minimum%%%%%
Threshold50 %38 %25 %25 %25 %
Target100 %75 %50 %50 %50 %
Maximum200 %150 %100 %100 %100 %

The following table presents the financial objectives for 2020 included in the annual incentive plan and the results achieved by the Company:
Bonus Payout PercentageCompensation Adjusted EBITDACompensation
Cash Flows
Threshold ($)50%177,300,000 141,900,000 
Target ($)100%187,500,000 148,400,000 
Maximum ($)200%198,000,000 154,900,000 
Actual ($)200%220,369,950 181,957,530 
Evaluation of Performance to Target (%)117.5 %122.6 %
Company Performance Factor (%)200.0 %200.0 %

For performance achievement between threshold and target, the company performance factor represents the straight-line interpolation between 50% and 100% where 100% represents the target bonus. For performance achievement greater than target, the company performance factor represents the straight-line interpolation between 100% and 200% where 200% represents the maximum bonus.
Weighted Company Performance Factor200 %
The following table presents, for each target objective, the bonus amount earned by each member of senior management for 2020:
Gregory
A.C. Yull
Jeffrey
Crystal
Douglas
Nalette
Shawn NelsonJoseph
Tocci
$$$$$
2020 Annual Eligible Salary868,400 477,672 407,809 379,314 362,765 
Target Amount868,400 358,254 203,905 189,657 181,383 
Weighted Company Performance Factor x Target Amount1,736,800 716,508 407,809 379,314 362,765 
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Long-Term Incentive Plan Awards    
Performance and Restricted Share Unit Plan (formerly known as the Performance Share Unit Plan)
On March 7, 2018, the Board of Directors approved the addition of RSUs as an available award type under the PRSU Plan.
The purpose of the PRSU Plan is to provide participants with a proprietary interest in the Company to: (a) increase the incentives of those participants who share primary responsibility for the management, growth and protection of the business of the Company; (b) furnish an incentive to such participants to continue their services for the Company; and (c) provide a means through which the Company may attract potential employees. The PRSU Plan is administered by the Human Resources and Compensation Committee of the Board of Directors of the Company and authorizes the Company to award PSUs and RSUs to eligible persons.
A PSU, as defined by the PRSU Plan, represents the right of a participant, once such PSU is earned and has vested in accordance with the PRSU Plan, to receive a cash payment equal to the VWAP of the Company's shares on the TSX for the five consecutive trading days immediately preceding the day of settlement.
The number of PSUs granted prior to December 31, 2017 that will be eligible to vest can range from 0% to 150% of the Target Shares ("Target Shares" reflects 100% of the PSUs granted) based on the Company's total shareholder return ("TSR") ranking relative to a custom peer group of companies ("Peer Group") over the measurement period as outlined in the following table. Further, first quartile means the top performing quartile and fourth quartile means the bottom performing quartile.
TSR Ranking Relative to the Peer GroupPercent of Target Shares Vested
First Quartile TSR ranking150 %
Second Quartile TSR ranking100 %
Third Quartile TSR ranking50 %
Fourth Quartile TSR ranking%
On August 7, 2019, the Board of Directors amended the terms of the PSU awards granted in 2017 only to modify the performance adjustment factor specific to the TSR ranking relative to the Peer Group over the performance measurement period. The amendment was intended to align the performance adjustment factors with the market practice of interpolating as well as the recent practice of the Company. As amended, the TSR performance adjustment factor is determined as follows (interpolated on a straight-line basis):
TSR Ranking Relative to the Peer GroupPercent of Target Shares Vested
Less than the 25th percentile %
25th percentile 50 %
50th percentile100 %
75th percentile or above150 %

The number of PSUs granted subsequent to December 31, 2017 and prior to December 31, 2019 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:

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.
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The number of PSUs granted subsequent to December 31, 2019 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:
25% based on the Company's TSR ranking relative to the S&P North America SmallCap Materials (Industry Group) Index (the "Index Group") over the measurement period as set out in the table below;
25% 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 ROIC Performance as set out in the table below.

The relative TSR performance adjustment factor is determined as follows:
TSR Ranking Relative to the Peer GroupPercent of Target Shares Vested
Less than the 25th percentile %
25th percentile 50 %
50th percentile100 %
75th percentile150 %
90th percentile or higher 200 %

The ROIC Performance adjustment factor is determined as follows:
ROIC Performance Percent of Target Shares Vested
1st Tier%
2nd Tier50 %
3rd Tier100 %
4th Tier150 %
The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above is interpolated on a straight-line basis.
An RSU, as defined by the PRSU Plan, represents the right of a participant, once such RSU is earned and has vested in accordance with the PRSU Plan, to receive a cash payment equal to the VWAP of the Company's shares on the TSX for the five consecutive trading days immediately preceding the day of settlement. The fair value of RSUs is calculated based on the VWAP of the Company's shares on the TSX for the five consecutive trading days immediately preceding the reporting period end date. Changes in the fair value of the liability will be reflected in SG&A.
On February 17, 2017, the Board of Directors approved amendments to the PRSU Plan to provide for only cash settlement of PSU awards. As a result of the amendment, prospectively and until award settlement, the Company will remeasure the fair value of the awards at each reporting date and present the cash-settled awards as a liability within the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current, for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current, for amounts expected to settle in more than twelve months. PSUs granted prior to December 31, 2017 are subject to a market performance condition as well as a time-based vesting condition. Accordingly, the fair value of PSUs granted prior to December 31, 2017 is based on the Monte Carlo valuation model at each reporting period end date. PSUs granted subsequent to December 31, 2017 are subject to a market (50 percent) and non-market performance condition (50 percent) as well as a time-based vesting condition. Accordingly, the fair value of PSUs granted subsequent to December 31, 2017 is based 50 percent on the Monte Carlo valuation model at each reporting date and 50 percent on the Company's VWAP of common shares on the TSX for the five consecutive trading days immediately preceding the reporting period end multiplied by the number of PSUs expected to vest based on estimated achievement of non-market performance criteria at the reporting period end. The cash payment at settlement is calculated based on the number of settled PSUs held by the participant, multiplied by the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the day of settlement.
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Additionally, the PRSU Plan provides that, as soon as reasonably practicable following the settlement date, the Company or a subsidiary will make a lump-sum cash payment to an executive officer or employee, net of any withholdings, in an amount equal to the product that results from multiplying the number of settled PSUs and RSUs by the amount of cash dividends per common share declared and paid by the Company from the date of grant of the PSUs and RSUs to such executive officer or employee to the settlement date.
The performance and vesting period for PSUs granted prior to December 31, 2017, is the period from the date of grant through the third anniversary of the date of grant. The PSUs are expensed over the vesting period, unless vesting is accelerated based on retirement eligibility, death or disability.
For PSUs granted subsequent to December 31, 2017, the performance period is the period from January 1st in the year of grant through December 31st of the third calendar year following the date of grant. The PSUs are expensed over the vesting period beginning from the date of grant through February 15th of the fourth calendar year following the date of grant, unless vesting is accelerated based on retirement eligibility, death or disability.
On November 8, 2019, the Board of Directors again amended the PRSU Plan to require a one-year minimum vesting period for PSU and RSU awards granted thereunder, subject to certain exceptions.

RSUs are expensed over the vesting period beginning from the date of grant through February 15th of the fourth calendar year following the date of grant, unless vesting is accelerated based on retirement eligibility, death or disability. No RSUs were granted or outstanding as of December 31, 2017.

PSU Grants During the Most Recently Completed Fiscal Year
The following table sets out the details of all PSU grants to the members of senior management during the fiscal year ended December 31, 2020. 
NamePSU Awards
granted
% of total PSU
awards granted in
fiscal year
Market value on
date of grant (1)
Expiration date
Gregory A.C. Yull152,29022%$5.5912/31/2023
Jeffrey Crystal34,9855%$5.5912/31/2023
Douglas Nalette18,5223%$5.5912/31/2023
Shawn Nelson18,5223%$5.5912/31/2023
Joseph Tocci18,5223%$5.5912/31/2023
(1)    The base value (or grant date fair value) of a PSU is based 50% on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date (CDN$ 8.63, USD$ 6.07) 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 DateMarch 23, 2020
Grant recipientAll
Performance period starting priceCDN$16.25
Valuation date stock priceCDN$7.24
Estimated dividend yield0%
US risk-free interest rate0.3%
Canadian risk-free interest rate0.59%
Estimated volatility36%
Term3 years
ResultCDN$7.33
(USD$5.10)
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Year-End Unvested PSU Awards and Values
The following table sets out for each of the members of senior management the total number of unvested PSU awards held as of December 31, 2020 and the value of such unvested awards at that date.
NameNumber 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)
 UnvestedUnvestedUnvested
Gregory A.C. Yull276,399438,3688,289,543
Jeffrey Crystal63,497100,7061,904,350
Douglas Nalette33,61753,3161,008,214
Shawn Nelson33,61753,3161,008,214
Joseph Tocci33,61753,3161,008,214
 
(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, 2020, the number of PSUs earned if all of the outstanding awards were to be settled at December 31, 2020, would be as follows:
    
Grant Date% of Target Shares
March 21, 2018155.7 %
March 21, 2019138.2 %
March 23, 2020168.7 %

(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, 2020 (CDN$ 24.28, USD$ 18.91). Actual gains, if any, on the settlement of awards will depend on the value of the common shares of the Company on the TSX on the date of settlement. There is no guarantee that gains will be realized. The actual value received on settlement, if any, will be different and could also be nil, depending on variations in the price of the common shares of the Company on the TSX.
RSU Grants During the Most Recently Completed Fiscal Year
The following table sets out the details of all RSU grants to the members of senior management during the fiscal year ended December 31, 2020. 
NameRSU Awards
granted
% of total RSU
awards granted in
fiscal year
Market value on
date of grant
(1)
Expiration date
Gregory A.C. Yull76,14527%$6.0712/31/2023
Jeffrey Crystal17,4936%$6.0712/31/2023
Douglas Nalette9,2613%$6.0712/31/2023
Shawn Nelson9,2613%$6.0712/31/2023
Joseph Tocci9,2613%$6.0712/31/2023
(1)    The grant date fair value of a RSU is based on the VWAP of the common shares of the Company on the TSX for the five trading days preceding the grant date, March 23, 2020 (CDN$ 8.63, USD$ 6.07).
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Year-End Unvested RSU Awards and Values
The following table sets out for each of the members of senior management the total number of unvested RSU awards held as of December 31, 2020 and the value of such unvested awards at that date. No RSUs were vested as of December 31, 2020.
NameNumber of RSUs at fiscal
year-end
Value of RSUs at fiscal year-end (1)
Gregory A.C. Yull138,2002,613,362
Jeffrey Crystal31,749600,374
Douglas Nalette16,808317,839
Shawn Nelson16,808317,839
Joseph Tocci16,808317,839
(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, 2020 (CDN$ 24.28, USD$ 18.91). Actual value upon the settlement of awards will depend on the value of the common shares of the Company on the TSX on the date of settlement. The actual value received on settlement will be different depending on variations in the price of the common shares of the Company on the TSX.
Deferred Share Unit Plan
The purpose of the DSU Plan is to provide participants with a form of compensation which promotes greater alignment of the interests of the participants and the shareholders of the Company in creating long-term shareholder value. The DSU Plan is administered by the Human Resources and Compensation Committee of the Board of Directors of the Company and authorizes the Company to award DSUs to any member of the Board of Directors of the Company that is not an executive officer or employee of the Company. Under the DSU plan, each director may receive DSUs as a result of a grant and/or in lieu of cash for semi-annual directors’ fees. DSUs are settled when the director ceases to be a member of the Board of Directors of the Company.
A DSU, as defined by the Company’s DSU Plan, is a right that has a value equal to the VWAP of the shares on the TSX for the five consecutive trading days immediately preceding the day of settlement.
On February 17, 2017, the Board of Directors approved amendments to the DSU Plan to provide for only cash settlement of DSU awards. As a result of the amendment, prospectively and until award settlement, the Company will remeasure the fair value of the awards on the amendment date and at each reporting date and present the cash-settled awards as a liability on the Company's consolidated balance sheet under the caption share-based compensation liabilities-current. Changes in the fair value of the liability are reflected in SG&A. Prior to the amendment, DSUs were to be settled in common shares of the Company and the expense was based on the grant date fair value of the awards with a corresponding adjustment through contributed surplus.
DSUs received in lieu of cash for directors’ fees are expensed as earned over the service period. DSUs received as a result of a grant are expensed immediately.
On September 10, 2018, the Board of Directors approved amendments to the DSU Plan in order to provide that the participants in the DSU Plan be also entitled to a dividend equivalent payment, payable in additional DSUs equal to the amount of dividends paid on Shares to which the DSUs held by them relate.
On November 8, 2019, the Board of Directors amended the DSU Plan in order to, among other changes, change the grant date for annual grants of DSUs from June to immediately following the annual meeting of shareholders.
On December 7, 2020, the Board of Directors amended the DSU Plan to (i) align the annual grant date of DSUs with the grant date of annual equity awards to the Company's executive officers, (ii) provide for annual meeting to annual meeting vesting of future DSU grants (with acceleration in the event of a Change in Control (as defined in the DSU Plan)), and (iii) allow participants to elect to receive settlement of their DSUs in the calendar year that their services end or in the following calendar year in accordance with, and to extent permitted by, applicable tax rules.
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DSU Grants During the Most Recently Completed Fiscal Year
The following table sets out the details for the fiscal year ended December 31, 2020 of all DSU grants to directors, including dividend equivalents and DSUs elected in lieu of cash by the directors for semi-annual director fees granted as of December 31, 2020.
NameGrant dateDSU Awards
granted
% of total DSU
awards granted in
fiscal year
Market value on
date of grant
Expiration 
date
Robert M. Beil3/31/20208191%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20208031%$8.50n/a
9/30/20206331%$10.96n/a
12/31/20203980%$18.91n/a
Chris R. Cawston11/19/20203,2923%$16.71n/a
12/31/20208431%$18.91n/a
Jane Craighead11/19/20203,2923%$16.71n/a
12/31/20208311%$18.91n/a
Frank Di Tomaso3/31/20206761%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20206931%$8.50n/a
9/30/20205470%$10.96n/a
12/31/20203430%$18.91n/a
Robert J. Foster3/31/20201,2921%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20201,1671%$8.50n/a
9/30/20209211%$10.96n/a
12/31/20205781%$18.91n/a
Dahra Granovsky3/31/20201620%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20202990%$8.50n/a
9/30/20202360%$10.96n/a
12/31/20201480%$18.91n/a
James Pantelidis3/31/20206761%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20206941%$8.50n/a
9/30/20205470%$10.96n/a
12/31/20203440%$18.91n/a
Jorge N. Quintas3/31/20201,2271%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20205,3755%$8.50n/a
9/30/20209381%$10.96n/a
12/31/20202,5292%$18.91n/a
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NameGrant dateDSU Awards
granted
% of total DSU
awards granted in
fiscal year
Market value on
date of grant
Expiration 
date
Mary Pat Salomone3/31/20205610%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20206061%$8.50n/a
9/30/20204780%$10.96n/a
12/31/20203000%$18.91n/a
Melbourne F. Yull3/31/20208611%$6.38n/a
5/13/202010,0129%$9.49n/a
6/30/20208361%$8.50n/a
9/30/20206591%$10.96n/a
12/31/20204140%$18.91n/a
Year-End Vested DSU Awards

The following table sets out for each of the directors the total number of vested DSUs as of December 31, 2020 and the value of such vested DSUs at that date.
NameNumber of vested DSUs outstanding
at fiscal year-end
Value of vested DSUs outstanding (1)
Robert M. Beil48,076909,117
Chris R. Cawston4,13578,193
Jane Craighead4,12377,966
Frank Di Tomaso41,502784,803
Robert J. Foster69,8941,321,696
Dahra Granovsky17,854337,619
James Pantelidis41,534785,408
Jorge N. Quintas73,1551,383,361
Mary Pat Salomone36,239685,279
Melbourne F. Yull50,029946,048
 
(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, 2020 (CDN$ 24.28, USD$ 18.91). Actual value upon the settlement of awards will depend on the value of the common shares of the Company on the TSX on the date of settlement. The actual value received on settlement will be different depending on variations in the price of the common shares of the Company on the TSX.
Executive Stock Option Plan
The purpose of the Executive Stock Option Plan ("ESOP") is to promote a proprietary interest in the Company among the executives, key employees and consultants of the Company and its subsidiaries, in order to both encourage such persons to further the development of the Company and assist the Company in attracting and retaining key personnel necessary for the Company’s long-term success. The Board of Directors designates from time-to-time those persons to whom options are to be granted and determines the number of common shares subject to such options. Generally, participation is limited to persons holding positions that can have an impact on the Company’s long-term results.
The Company adopted the ESOP in 1992, which was amended on several occasions before elapsing on June 4, 2018. As a result of an amendment approved by shareholders at a special meeting of shareholders of the Company held on September 5, 2007, the ESOP provided that the total number of Shares reserved for issuance thereunder was equal to 10% of the issued and outstanding Shares from time-to-time. Under the rules of the TSX, a security-based compensation arrangement such as the ESOP must, when initially put in place, receive shareholder approval at a duly-called meeting of shareholders, and all unallocated stock options are subject to ratification by shareholders every three years thereafter. Shareholders last ratified unallocated stock options under the ESOP at an annual and special meeting of shareholders of the Company held on June 4, 2015. In accordance with the TSX rules, no further grants of stock options have been made under the ESOP since June 4, 2018,
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the date on which the ESOP lapsed. The 553,057 Shares issuable upon the exercise of the stock options outstanding under the ESOP as of December 31, 2020, remain subject to the terms and conditions of the ESOP. The following is a description of certain features of the ESOP (for further details regarding the ESOP, please see Exhibit 4.2 to this Form 20-F):
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.
As of December 31, 2020, there were options outstanding under the ESOP to purchase an aggregate of 553,057 common shares, representing 0.9% of the issued and outstanding common shares of the Company, and a total of 472,084 options exercisable.
2019 ESOP

On March 12, 2019, the Board of Directors adopted the 2019 ESOP, which was approved by Shareholders on June 6, 2019.

The purpose of the 2019 ESOP is to promote a proprietary interest in the Company among the executives, key employees and consultants of the Company and its subsidiaries, in order to both encourage such persons to further the development of the Company and assist the Company in attracting and retaining key personnel necessary for the Company’s long-term success. The Board of Directors designates from time-to-time those persons to whom options are to be granted and determines the number of common shares subject to such options. Generally, participation is limited to persons holding positions that can have an impact on the Company’s long-term results.

The number of common shares to which the options relate is determined by taking into account, inter alia, the market value of the common shares and each optionee’s base salary.

The following is a description of certain features of the 2019 ESOP (for further details regarding the 2019 ESOP, please see Exhibit 4.7 to this Form 20-F):

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.
    
As of December 31, 2020, there were 1,896,165 stock options outstanding under the 2019 ESOP, representing 3.2% of the issued and outstanding common shares of the Company, and a total of 115,994 options exercisable. Under the 2019 ESOP, there were 4,006,540 options available for grant, representing 6.8% of the issued and outstanding shares as of March 12, 2021.
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Option Grants During the Most Recently Completed Fiscal Year
The following table sets out the details of all options granted to the members of senior management under the 2019 ESOP during the fiscal year ended December 31, 2020. During 2020, there were no options granted to directors.
NameOptions granted% of total options granted in fiscal yearExercise Price CDN$
Market value on
date of grant
CDN$
(1)
Expiration date
Gregory A.C. Yull776,99351%$7.94$0.623/25/2030
Jeffrey Crystal181,06012%$7.94$0.673/25/2025
Douglas Nalette95,8556%$7.94$0.673/25/2025
Shawn Nelson95,8556%$7.94$0.673/25/2025
Joseph Tocci95,8556%$7.94$0.673/25/2025
(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 DateMarch 25, 2020March 25, 2020
Grant recipientAll of the above except Gregory A.C. YullGregory A. C. Yull
Stock price at grant dateCDN$7.94CDN$7.94
Exercise price of awardsCDN$7.94CDN$7.94
Expected dividends10.8%10.8%
Canadian risk-free interest rate0.74%0.76%
Estimated volatility34%34%
Expected life5 years6 years
Foreign exchange rate USD to CDN1.45261.4526
Grant date fair valueCDN$0.67CDN$0.62
(USD$0.46)(USD$0.43)
Year-End Unexercised Options and Option Values
The following table sets out for each of the members of senior management the total number of unexercised options held as of December 31, 2020 and the value of such unexercised options at that date. There were no options outstanding held by directors as of December 31, 2020.
Name
Number of unexercised options
at fiscal year-end
Exercisable / Unexercisable
Value of unexercised “in the money”
options
at fiscal year-end
Exercisable / Unexercisable CDN$ (1)
Gregory A.C. Yull456,927933,6554,364,41413,456,402
Jeffrey Crystal36,893223,416155,0683,168,509
Douglas Nalette19,532118,27982,0991,677,441
Shawn Nelson19,532118,27982,0991,677,441
Joseph Tocci19,532118,27982,0991,677,441

(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, 2020 (CDN$ 24.14) less the respective exercise prices of the options. Actual gains, if any, on exercise will depend on the value of the common shares of the Company on the TSX on the date of exercise. There is no guarantee that gains will be realized.


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Incentive Plan Awards – Value Vested, Settled, Realized or Earned During the Year
The following table sets out, for each member of senior management, the value of option-based awards and share-based awards which vested or settled during the year ended December 31, 2020 and the value of non-equity incentive plan compensation earned during the year ended December 31, 2020. No RSUs were vested during the year ended December 31, 2020.
Name
Option-Based Awards –
Value Vested During
the Year(1)
($)
Share-Based Awards – 
Value Vested During the Year
($)
Non-Equity Incentive Plan
Award – Value Earned
During the Year(4)
($)
PSUs - settled(2)(3)
Gregory A.C. Yull1,736,800
Jeffrey Crystal716,508
Douglas Nalette407,809
Shawn Nelson379,314
Joseph Tocci362,765
 
(1)The value is calculated as if the stock options were exercised on the vesting date of each relevant grant. The value is equal to the difference between the closing price of the Shares on the vesting date and the exercise price on the vesting date. Actual gains, if any, on exercise will depend on the value of the Shares on the date of exercise. There is no guarantee that gains will be realized. Stock options that vested during the year were not in-the-money as of the vesting date and therefore, the value is nil.
(2)For settled PSUs, the value is calculated as the number of PSUs on settlement date multiplied by the performance adjustment factor and the VWAP of Shares on the TSX for the five consecutive trading days immediately preceding the date of settlement. The following table provides the performance adjustments to the Target Shares for the PSUs settled in 2020:
Grant DateDate SettledPerformance
March 20, 2017March 20, 2020%
    For more information on the PRSU Plan, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans”.
(3)Includes a cash payment made to each NEO in an amount equal to the product that results from multiplying the number of settled PSUs by the amount of cash dividends per Share declared and paid by the Company from the date of grant of the PSUs to the settlement date. For more information on the PRSU Plan, see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans”.
(4)The amounts shown for annual incentive plans represent amounts awarded under the Company’s senior management bonus plan. Award amounts are based on the level of achievement of financial objectives of the Company. See the section above entitled “Annual Incentive Plan Awards – Bonuses” for additional information.
The following table sets out, for each member of senior management, the value realized from option-based awards upon exercise during the year ended December 31, 2020.
NameNumber of Options Exercised
(#)
Gains Realized(1)
($)
Gregory A.C. Yull
Jeffrey Crystal
Douglas Nalette
Shawn Nelson
Joseph Tocci
(1)The gain realized is equal to the difference between the market value of the Shares on the TSX at exercise and the exercise price multiplied by the number of options exercised and converted to USD based on the exchange rate on the date of exercise. There were no options exercised during the year and therefore, the values in the table are nil.
Stock Appreciation Rights Plan
The purpose of the Stock Appreciation Rights Plan is to: (a) promote a proprietary interest in the Company among its executives and directors; (b) encourage the Company’s executives and directors to further the Company’s development; and (c) attract and retain the key employees necessary for the Company’s long-term success. The Stock Appreciation Rights Plan is administered by the Compensation Committee of the Board of Directors of the Company and authorizes the Company to award stock appreciation rights (“SARs”) to eligible persons. A SAR, as defined by the Company’s plan, is a right to receive a cash payment equal to the difference between the base price of the SAR and the market value of a common share of the Company on the date of exercise. These SARs can only be settled in cash and expire no later than 10 years after the date of the grant. The
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award agreements provide that these SARs granted to employees and executives will vest and may be exercisable 25% per year over four years. The SARs granted to directors, who are not officers of the Company, will vest and may be exercisable 25% on the grant date, and a further 25% will vest and may be exercisable per year over three years. No SARs were granted in 2020. No SARs were outstanding as of and since December 31, 2018. The Stock Appreciation Rights Plan was terminated in 2020.
Clawback Policy
In April 2014, the Board of Directors adopted a “clawback” policy, pursuant to which the Company may recoup from executive officers or employees of the Company and its subsidiaries, as the case may be, annual incentive bonuses, special bonuses, other incentive compensation and equity-based awards, whether vested or unvested, paid, issued or granted to them, in the event of fraud, restatement of the Company’s financial results, material errors or omissions in the Company’s financial statements, or other events as may be determined from time to time by the Board of Directors in its discretion. To-date, the Company has not been required to apply the "clawback" policy.
Pension and Other Post Retirement Benefit Plans
Melbourne F. Yull was Chairman of the Board of Directors and CEO of the Company from January 11, 1995 to June 14, 2006. Prior thereto, Mr. Yull was the President and a Director of the Company or a predecessor thereof, from 1981. The former employment agreement entered into between the Company and Mr. Yull provides that Mr. Yull receive from the Company a defined benefit supplementary pension annually for life in an amount equal to 2% of the average of Mr. Yull’s annual gross salary for the final five years of his employment with the Company, multiplied by his years of service with the Company to retirement. Accordingly, Mr. Yull receives a pension from the Company in an amount of $260,935 per year. This pension was earned by Mr. Yull in his capacity as an executive of the Company, not as a Director of the Company.
Defined Contribution Pension Plans
The Company maintains defined contribution pension plans in the US and Canada. Each member of senior management participates in the “US Plan”. The US Plan is a defined contribution pension plan and qualifies as a deferred salary arrangement under section 401(k) of the US Internal Revenue Code. Under the US Plan, employees who have been employed for at least 90 days may defer a portion of their pre-tax earnings subject to statutory limitations. The Company may make discretionary contributions for the benefit of eligible employees. The US Plan permits eligible employees to choose how their account balances are invested on their behalf within a range of investment options provided by third-party fund managers. The following table sets out the Company’s contributions to the pension plan payable for 2020 for each member of senior management.
Name
Company
Contributions
$
Gregory A.C. Yull15,675 
Jeffrey Crystal15,675 
Douglas Nalette15,675 
Shawn Nelson15,675 
Joseph Tocci15,675 
Total Cash Payments
Total cash payments for employee future benefits for 2020, consisting of cash contributed by the Company to its defined benefit pension plans, cash payments directly to beneficiaries for its unfunded other benefit plans, cash contributed to its defined contribution plans and cash contributed to its multi-employer defined benefit plans, were $7.0 million ($6.0 million in 2019).
Executive Employment Contracts and Change of Control Agreements
The following agreements between the Company and members of senior management were in effect at the end of 2020.
The Company entered into “change of control, non-interference and confidentiality” agreements as of January 28, 2001 and amended October 24, 2019 with Shawn Nelson, as of October 28, 2004 and amended November 21, 2019 with Douglas Nalette, and as of September 8, 2006 and amended October 24, 2019 with Joseph Tocci. These agreements include
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provisions regarding confidentiality, non-interference and non-solicitation covenants, and ownership of intellectual property, among other things. The non-interference and non-solicitation covenants survive for 12 months following the employee's voluntary termination of employment, provided however that if the employee resigns within six months after a Change of Control (as defined in such agreements), such covenants shall be null and void.
The “change of control, non-interference and confidentiality” agreements provide also that if, within a period of six months after a Change of Control of the Company: (a) the executive terminates his employment with the Company for Good Reason; or (b) the Company terminates the executive’s employment without cause, such executive will be entitled to (i) severance equal to 12 months of such executive’s base salary at the effective date of such termination, (ii) reimbursement of the employer subsidy portion of the health insurance premiums paid by the executive for health insurance coverage under the Company's plan for up to 12 months after the executive's termination, and (iii) accelerated vesting of any unvested stock options and continued exercisability of all stock options. For this purpose, in summary, "Good Reason" means one or more of the following: (i) reduction of the executive's salary by more than 10% (other than a general reduction affecting comparable employees), (ii) a 50 mile or more relocation of the executive's place of work, or (iii) a material diminution of the executive's duties, authority or responsibility.
On August 2, 2010, the Company entered into an Executive Employment Agreement with Gregory A.C. Yull, as amended to date (the "Yull Agreement"). The Yull Agreement includes provisions regarding base salary, annual bonuses, benefits, confidentiality, non-solicitation and non-compete covenants, and ownership of intellectual property, among other things. The non-compete and non-solicitation covenants survive for 12 months following termination of employment, provided however that in the event of a termination other than for cause or resignation for Good Reason, as described below, the covenants survive for 24 months following termination of employment. For this purpose, in summary, "Good Reason" means one or more of the following: (i) a material adverse change in Mr. Yull's position, duties, authority, responsibilities or title, (ii) a reduction in Mr. Yull's remuneration except as permitted under the Yull Agreement, (iii) relocation of Mr. Yull's principal place of work by more than 30 miles, (iv) any breach by the Company of any material provision of the Yull Agreement, or (v) a purported termination by the Company or Mr. Yull's employment other than as permitted by the Yull Agreement.
In the event the Company terminates Mr. Yull’s employment without Cause, or Mr. Yull terminates his employment for Good Reason (except as otherwise summarized in the next paragraph), Mr. Yull shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Yull in the last two fiscal years and severance pay in an amount equal to two times the sum of his annual base salary and the average performance bonus paid to Mr. Yull in the last two fiscal years ending on the date prior to his date of termination. In addition, all unvested stock options that would otherwise vest during the 24 months following the date of termination shall be immediately vested and remain exercisable for a period of 12 months. Mr. Yull shall also be entitled to participate, at active employee rates, in the benefits under the Company's medical and dental benefit program for 24 months and will receive disability and life insurance benefits pursuant to any benefit plans and programs then provided by the Company generally to its executives for a period of 18 months following the date of termination. Lastly, the defined benefit supplemental pension summarized below shall vest.
In the event that the Company terminates Mr. Yull’s employment without Cause or Mr. Yull terminates his employment for Good Reason within two years of a Change of Control, then he shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Yull in the last two fiscal years and severance pay in an amount equal to three times the sum of his annual base salary and the average performance bonus paid in the last two fiscal years immediately preceding the date of termination. In addition, all unvested stock options held by Mr. Yull that would otherwise vest during the 36 months following the date of termination shall immediately vest and remain exercisable for a period of 36 months following the date of termination. Mr. Yull shall also be entitled to participate, at active employee rates, in the Company’s medical and dental benefit program for 36 months (or, if earlier, until such time as he reaches the age of eligibility for coverage under Medicare) and will receive disability and life insurance benefits pursuant to any benefit plans and programs then provided by the Company generally to its executives for a period of 36 months following the date of termination. Lastly, the defined benefit supplemental pension summarized below shall vest. For any future Chief Executive Officer, it is the HRCC's intention to recommend that the severance multiple referred to above be reduced to two times the sum of his or her annual base salary and the period of the benefits would be reduced to 24 months.
Under the Yull Agreement, in the event that Mr. Yull’s employment is terminated as a result of his Permanent Disability, as defined in the Yull Agreement, or death, he shall be entitled to receive a pro-rated performance bonus that he would have received in respect of the fiscal year in which the termination occurred and all unvested stock options held by Mr. Yull shall immediately vest and remain exercisable for a period of nine months following the date of termination for Permanent Disability or death.
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Pursuant to a retirement agreement, dated August 10, 2017 amending and restating certain retirement benefit provisions in the Yull Agreement, unless terminated by the Company for Cause (as defined in the Yull Agreement), he shall receive a monthly defined benefit supplemental pension for life in annual amount equal to the lesser of: (i) $600,000 if he separates from service at age 65 or older, $570,000 at age 64, $540,000 at age 63, $510,000 at age 62, $480,000 at age 61, or $450,000 at age 60 or younger; and (ii) two percent of the average of his total cash compensation (base salary and performance bonus) for the highest five years of his employment during the prior ten years as of the time of separation, multiplied by his years of service with the Company, with such payments to begin at the later of retirement or age 60. In the event of Mr. Yull’s death, his surviving spouse would receive 50% of the annual supplemental pension benefit that was being paid to Mr. Yull at the time of his death or that would have been paid to Mr. Yull if he had retired on the date of his death. The retirement benefits set forth above were vested upon the completion of five years of service.
    On May 5, 2017, the Company entered into an Executive Employment Agreement with Jeffrey Crystal, which was amended on November 21, 2019 (the "Crystal Agreement"). The Crystal Agreement includes provisions regarding base salary, annual bonuses, benefits, confidentiality, non-solicitation and non-competition covenants, and ownership of intellectual property, among other things. The non-competition and non-solicitation covenants survive for 24 months following termination of employment.
    In the event that Mr. Crystal’s employment is terminated by the Company other than for cause or in connection with a Change of Control (as defined in the Crystal Agreement), then he shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Crystal in the last two fiscal years and severance pay in an amount equal to one and a half times the sum of his annual base salary and the average performance bonus paid in the last two fiscal years immediately preceding the date of termination.
    Alternatively, if Mr. Crystal is involuntarily terminated or terminates his employment for Good Reason within six months of a Change of Control, then he shall be entitled to receive a pro-rated performance bonus in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Crystal in the last two fiscal years and severance pay in an amount equal to two times the sum of his annual base salary and the average performance bonus paid in the last two fiscal years immediately preceding the date of termination. In addition, in such case, all of Mr. Crystal's vested stock options shall remain exercisable for the remainder of their respective terms and unvested equity awards then held by Mr. Crystal shall vest in full. For this purpose, in summary, "Good Reason" means one or more of the following: (i) the Company's failure to perform its obligations under the Crystal Agreement other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (ii) a material decrease in Mr. Crystal's salary, benefits, authority, responsibilities, staff support, or a material negative and unreasonable change to Mr. Crystal's job conditions, subject to certain exceptions; or (iii) the Company's failure to obtain assumption of the Crystal Agreement by a successor or assignee of the Company,
    If Mr. Crystal is entitled to severance payments and elects continuation coverage of any Company medical insurance benefits, the Company will pay premiums to the plan(s) on Mr. Crystal's behalf for the duration of the period in which he is receiving severance payments.
Under the Crystal Agreement, in the event that Mr. Crystal’s employment is terminated as a result of his death or disability, he or his estate shall be entitled to receive a pro-rated performance bonus that he would have received in respect of the fiscal year in which the termination occurred, based upon the average performance bonus paid to Mr. Crystal in the last two fiscal years.
Refer to the PRSU Plan and 2019 ESOP for applicable termination clauses.

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Estimated Termination Payments
The table below reflects incremental amounts or values, in addition to salary and bonuses that have already been earned, that would have been payable to or received by each member of senior management if his employment had been terminated on December 31, 2020 based on the terms described above:

Severance
RSUs(1)
PSUs(1)
Stock Options(2)
Other Payments(3)
Total
NameEvent$$$$$$
Gregory A.C. YullTermination by the Company other than for cause or Resignation for good reason3,576,021 — — 7,255,711 52,399 10,884,131 
Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control 5,364,032 2,736,631 5,473,241 10,543,091 87,904 24,204,899 
No assumption of awards upon a Change of Control (4)
— 2,736,631 5,473,241 10,470,245 — 18,680,117 
Offer for all or a portion of the Company's Shares (no termination required)(5)
— — — 72,846 — 72,846 
Retirement — — — — — — 
Permanent disability— 2,736,631 5,473,241 10,543,091 — 18,752,963 
Death— 2,736,631 5,473,241 10,543,091 — 18,752,963 
Jeffrey CrystalTermination by the Company other than for cause 1,284,845 — — — 35,947 1,320,792 
Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control 1,713,126 628,693 1,257,365 2,482,527 47,930 6,129,641 
No assumption of awards upon a Change of Control (4)
— 628,693 1,257,365 2,462,990 — 4,349,048 
Offer for all or a portion of the Company's Shares (no termination required)(5)
— — — 19,537 — 19,537 
Retirement — — — — — — 
Permanent disability— 628,693 1,257,365 2,462,990 — 4,349,048 
Death— 628,693 1,257,365 2,462,990 — 4,349,048 
Douglas NaletteTermination by the Company other than for cause— — — — — — 
Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control 399,967 332,831 665,682 1,314,275 18,024 2,730,779 
No assumption of awards upon a Change of Control (4)
— 332,831 665,682 1,303,931 — 2,302,444 
Offer for all or a portion of the Company's Shares (no termination required)(5)
— — — 10,344 — 10,344 
Retirement — 153,515 307,050 1,303,931 — 1,764,496 
Permanent disability— 332,831 665,682 1,303,931 — 2,302,444 
Death— 332,831 665,682 1,303,931 — 2,302,444 
Shawn NelsonTermination by the Company other than for cause— — — — — — 
Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control 378,753 332,831 665,682 1,314,275 28,588 2,720,129 
No assumption of awards upon a Change of Control (4)
— 332,831 665,682 1,303,931 — 2,302,444 
Offer for all or a portion of the Company's Shares (no termination required)(5)
— — — 10,344 — 10,344 
Retirement — — — — — — 
Permanent disability— 332,831 665,682 1,303,931 — 2,302,444 
Death— 332,831 665,682 1,303,931 — 2,302,444 
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Severance
RSUs(1)
PSUs(1)
Stock Options(2)
Other Payments(3)
Total
NameEvent$$$$$$
Joseph TocciTermination by the Company other than for cause— — — — — — 
Termination by the Company other than for cause or resignation for good reason in connection with a Change of Control 355,789 332,831 665,682 1,314,275 27,884 2,696,461 
No assumption of awards upon a Change of Control (4)
— 332,831 665,682 1,303,931 — 2,302,444 
Offer for all or a portion of the Company's Shares (no termination required)(5)
— — — 10,344 — 10,344 
Retirement — — — — — — 
Permanent disability— 332,831 665,682 1,303,931 — 2,302,444 
Death— 332,831 665,682 1,303,931 — 2,302,444 

(1)    The value of the PSUs and RSUs is based on the five-day VWAP of Shares on the TSX on December 31, 2020 (being CDN$ 24.28, USD$ 18.91). Includes dividend equivalent amounts. Actual value will depend on the value of the Shares on the date of award settlement.
(2)    The value of the stock options is calculated based on the difference between the closing price of the Shares on the TSX on December 31, 2020 (being CDN$ 24.14, USD$ 18.91) and the exercise price of the stock options. Actual gains, if any, on exercise will depend on the value of the Shares on the date of exercise. There is no guarantee that gains will be realized.
(3)    Represents continuation of benefits, including medical, dental and other insurance benefits.
(4)    For stock options, the same amount would be payable in the event stock options are assumed in connection with a Change of Control by a company whose stock is not publicly traded on a North American stock exchange.
(5)    Amount shown assumes an offer to purchase all of the Company's Shares and the option holder's agreement to tender all of the option holder's Shares.
There would be nil incremental amounts payable to each NEO if his employment had been terminated for cause on December 31, 2020.
C.BOARD PRACTICES
Term
The Company has eleven Directors. Each Director is elected for a term of one year and may be nominated for re-election at the Company’s following annual shareholders’ meeting. The next annual shareholders’ meeting is scheduled to be held on May 12, 2021, at which time the current term of each Director will expire.
Human Resources and Compensation Committee
The Human Resources and Compensation Committee is appointed by the Board and is composed of five directors, Robert M. Beil (Chairman), Jane Craighead, Robert J. Foster, Dahra Granovsky and Jorge N. Quintas (Mary Pat Salomone was a member but is no longer effective January 1, 2021), none of whom is or has been at any previous time an employee of the Company or any of its subsidiaries. Each of the Human Resources and Compensation Committee members is independent as that term is defined by the TSX and Sarbanes-Oxley Act.
Mr. Beil joined the Dow Chemical Company in 1975 after graduating from Youngstown State University with a Bachelor of Arts in Industrial Marketing. During a thirty-two-year career with Dow, Mr. Beil held numerous sales and marketing executive positions, where he had responsibility for the implementation of company compensation schemes for large organizations. In addition, he spent a portion of his career working in Dow’s Human Resources function, which was responsible for compensation design for Dow, a Fortune 500 company.
Ms. Craighead graduated from McGill University with a PhD in Management and is a Chartered Accountant and Chartered Professional Accountant. Ms. Craighead has over 30 years of experience in accounting and finance. Ms. Craighead's prior roles include Senior Vice President in Global Human Resources at Scotiabank and Global Practice Leader Rewards at Rio Tinto plc (a large UK based mining conglomerate). She also worked for many years in practice and in consulting as an Eastern Canada Business Leader at Mercer Human Resource Consulting. Previously, Ms. Craighead held full-time faculty appointments at Queen's University, Concordia University, and McGill University. Ms. Craighead was a member of the board of Clearwater Seafoods from 2015 until it was sold and taken private in January 2021. While on the board of Clearwater Seafoods, she served
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as the chair of the Human Resources and Development Committee and was a member of the Finance Committee. She has been a director of Jarislowsky Fraser Limited, one of Canada's leading independent investment firms, since 2018. She also sits on various investment advisory boards including for the Scotiabank pension plan, Mount Allison University endowment and a private holding company. She is Vice Chair of the Board of Regents of Mount Allison University and Co-Vice Chair of the McGill University Health Centre Foundation.
Mr. Foster graduated from Queen’s University with a Master of Arts in Economics, earning his Chartered Financial Analyst designation, then managed the research department and worked in corporate finance at one of the major investment dealers in Canada. He founded and serves as President and CEO of Capital Canada Limited (investment banking firm). He serves on a number of not-for-profit boards and private company boards and has served on the boards of CHC Helicopters, Golf Town, Cargojet, Canada 3000 and Canadian Airlines Regional.
Ms. Granovsky graduated from University of Hartford with a Masters of Business Administration and from the University of Toronto with a Bachelor of Science. Ms. Granovsky held executive management roles as the President of Atlantic Packaging Products (an integrated corrugated packaging company). Presently Ms. Granovsky is the CEO of Beresford Accurate Folding Cartons (a folding carton packaging company) and Management Director of Chem-Ecol (a lubricant company). Ms. Granovsky is a Director of Hammond Power Solutions, Velan Inc. and Atlantic Packaging Product Ltd.
Mr. Quintas graduated in Management at INP-Lisbon and initialized his professional career in ALCAN (England). Later he became a Board Member in several industrial companies from power and telecommunication cable production to optic fibers. He was a Board Member at Portgás (a city gas distributor in Portugal). Presently Mr. Quintas is the Chairman of Nelson Quintas Group (manufacturer of electrical and telecommunication cables) in Portugal and Board Member of: ECODEAL (a dangerous waste recycling plant), NQT- Telecommunication Network in Rio de Janeiro (Brasil) and Audit Committee of Serralves Foundation.
The mandate of the Human Resources and Compensation Committee consists of ensuring the direction and implementation of the Company’s wage and compensation plans, policies, and programs.
The Human Resources and Compensation Committee Charter is included as Exhibit 15.2 to this Form 20-F.
Audit Committee
The Audit Committee is appointed by the Board and is currently composed of four Directors, Frank Di Tomaso (Chairman), Chris Cawston, Robert J. Foster, and Mary Pat Salomone. Each of the Audit Committee members is independent and financially literate as such terms are defined by Canadian Multilateral Instrument 52-110-Audit Committees.
Mr. Di Tomaso graduated from Concordia University with a Bachelor of Commerce in Accounting and is a Chartered Professional Accountant, a Fellow CPA and an Institute of Corporate Directors, Director (ICD.D). Mr. Di Tomaso has over 45 years of experience in accounting and auditing. Mr. Di Tomaso was a Partner and Advisory Partner from 1981 until 2012 and served as Director and Member of the Management Committee from 2000 to 2009, of Raymond Chabot Grant Thornton (a public accounting firm), and previously served as a Director and Chair of the Audit Committee at Yorbeau Resources, Inc (a gold exploration company). Mr. Di Tomaso currently serves as Director and Chair of the Audit Committee of ADF Group Inc. (a steel fabrication company), and Birks Group Inc (designer, manufacturer and retailer of jewelry, timepieces, silverware and gifts) and as a Director for Laurentian Pilotage Authority (regulates operations of pilotage services on the St. Lawrence River). He has also served as a Director of National Bank Trust (asset management and trust services firm), and National Bank Life.
Mr. Cawston graduated from University of Toronto with a Bachelor of Arts in Economics and Finance and is a Chartered Professional Accountant. Mr. Cawston founded The Cawston Group, an advisory group delivering financial, strategic and operational advisory services and interim executive management with a focus on rapid growth, building leadership teams, and corporate clients who are in transition mainly in the technology, automotive and B2B segments. He was the President and Chief Executive Officer of The Cawston Group from July 2010 to March 2015 and again at present since February 2020. Mr. Cawston was the President of Sym-Tech, a leading provider of finance and insurance solutions to automobile dealers and original equipment manufacturers, from March 2015 to January 2020. He was also a member of the board of AutoServe1 from 2014 until the sale of the business in 2019. His prior roles include, President and Chief Executive Officer of SCI Marketview, Co-Founder and President of Premier Salons & Magicuts, and Director Internal Audit, Mitel Corporation. Mr. Cawston began his career with Coopers & Lybrand, now PricewaterhouseCoopers.
For Mr. Foster’s professional experience, please see above under “Human Resources and Compensation Committee.”
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Ms. Salomone has a Bachelor of Engineering in Civil Engineering from Youngstown State University in Youngstown, Ohio and a Master of Business Administration from Baldwin Wallace College in Berea, Ohio. She completed the Advanced Management Program at Duke University’s Fuqua School of Business in 2011. Ms. Salomone is currently on the Board of Directors of TC Energy Corporation (formerly TransCanada Corporation), where she is the chairperson of the Health, Safety, Sustainability and Environment Committee as well as a member of the Governance Committee. Ms. Salomone has served as a director of Herc Holdings, Inc (equipment rental company) since 2016 and is a member of the Audit and Finance Committees. She also formerly served as a trustee of the Youngstown State University Foundation. From 2010 to 2013, Ms. Salomone was Senior Vice President & Chief Operating Officer of Babcock & Wilcox Company, with more than 23,000 employees and 30 locations worldwide. Prior to that, Ms. Salomone held several senior positions with Babcock & Wilcox Company, including Manager of Business Development and Manager of Strategic Acquisitions. From 1998 through 2007, Ms. Salomone was an officer of Marine Mechanical Company, which Babcock & Wilcox Company acquired in 2007, including serving as President and Chief Executive Officer from 2001 through 2007.
The Audit Committee fulfills applicable public corporation obligations required of audit committees and assists the Board in fulfilling its oversight responsibilities. The Audit Committee examines the financial reporting processes, internal controls, financial risk management and the audit process and procedures applied by the Company and makes recommendations to the Board in connection with the nomination of the external auditor.
The Audit Committee’s Charter is included as Exhibit 15.3 to this Form 20-F. 
 D.EMPLOYEES
As of December 31, 2020, the Company had 3,599 total employees; 2,352 in the US, 666 in Canada, 447 in India, 120 in Portugal, 11 in the rest of Europe, and 3 in Mexico. As of December 31, 2020, 765 held either sales-related, administrative, information technology or research and development positions and 2,834 were employed in operations. The Company also employs approximately 499 temporary employees in India. The Company does not employ a significant number of temporary employees in its other locations.
The table below presents details of the hourly employees that are unionized and subject to a collective bargaining agreement at the Company's manufacturing facilities:
Manufacturing facilityHourly employeesCollective bargaining agreement expiration date
Delta, British Columbia15 March 31, 2024
Carbondale, Illinois102 March 4, 2022
Chicago, Illinois83 June 6, 2021
Marysville, Michigan143 May 2, 2021
Carlstadt, New Jersey30 June 30, 2020
(1)
Cornwall, Ontario77 March 6, 2022
Toronto, Ontario53 October 31, 2024
Menasha, Wisconsin182 July 31, 2022
(1)    The Company and the union agreed to an indefinite extension due to the impact of COVID-19 on the timing of negotiations. Negotiations with the union are currently in progress.
Other than the strike at its Brantford, Ontario manufacturing facility in 2008, which is now closed, the Company has never experienced a work stoppage and it considers its employee relations to be satisfactory.

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 E.SHARE OWNERSHIP
The following table sets out for each of the Directors and members of senior management the number of common shares of the Company owned or controlled by each, as of March 12, 2021.
NameNumber of
Shares Owned
% of Shares
Outstanding
Robert M. Beil43,8850.07%
Chris R. Cawston6,3000.01%
Jane Craighead7,0000.01%
Frank Di Tomaso10,0000.02%
Robert J. Foster60,1000.10%
Dahra Granovsky6,9290.01%
James Pantelidis57,5100.10%
Jorge N. Quintas59,6080.10%
Mary Pat Salomone
Melbourne F. Yull1,734,6292.94%
Gregory A.C. Yull732,2041.24%
Jeffrey Crystal40,8290.07%
Douglas Nalette140,5710.24%
Shawn Nelson145,0220.25%
Joseph Tocci65,5020.11%
The minimum share ownership requirement for directors who are not executive officers of the Company is to own a minimum of Shares or DSUs under the DSU Plan equivalent to five times the annual board member retainer fee within five years of joining the Board of Directors. If a director has satisfied the minimum share ownership requirement, he or she will continue to satisfy the minimum requirement notwithstanding a subsequent decrease in the market value of Shares. As of March 12, 2021, eight of the ten directors who are not executive officers of the Company are in compliance with the minimum share ownership requirement. Mr. Cawston and Ms. Craighead have until October 15, 2025 to comply with the minimum share ownership requirement.
The Company has the following minimum share ownership requirements that apply to the CEO, CFO, Douglas Nalette, Shawn Nelson and Joe Tocci:
ExecutiveShare Ownership Requirement as a multiple of base salary
CEO5x
CFO and others listed above2x
Executives have five years to meet their share ownership requirement, which may be met through ownership of Shares, outstanding RSUs and outstanding PSUs at threshold performance levels (50% of Target Shares). If an executive has satisfied the minimum share ownership requirement, he or she will continue to satisfy the minimum requirement notwithstanding a subsequent decrease in the value of Shares. The HRCC annually reviews senior management's compliance with the minimum share ownership requirements and reviews the required ownership levels every three years.
As of March 12, 2021, all members of senior management are in compliance with the minimum share ownership requirement.
As of March 12, 2021, the Directors and senior management owned an aggregate of 3,110,089 common shares of the Company, being 5.3% of the issued and outstanding common shares of the Company. The common shares held by the Directors and senior management do not have different voting rights from those held by the other shareholders of the Company.
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As of March 12, 2021, there were no outstanding option-based awards held by non-management Directors. The following table sets forth all vested and unvested outstanding options granted to the Company’s senior management through March 12, 2021:
NameNumber of options
outstanding
Exercise price of
options
CDN$
Expiration date of
options
Gregory A.C. Yull160,00012.046/5/2023
160,00012.553/17/2024
117,19421.763/13/2028
176,39517.543/28/2029
776,9937.943/25/2030
Jeffrey Crystal31,43121.763/13/2023
47,81817.543/28/2024
181,0607.943/25/2025
Douglas Nalette16,64021.763/13/2023
25,31617.543/28/2024
95,8557.943/25/2025
Shawn Nelson16,64021.763/13/2023
25,31617.543/28/2024
95,8557.943/25/2025
Joseph Tocci16,64021.763/13/2023
25,31617.543/28/2024
95,8557.943/25/2025
Item 7:Major Shareholders and Related Party Transactions
 
 A.MAJOR SHAREHOLDERS
As of March 12, 2021, to the knowledge of the Company, there were no shareholders who beneficially own, or exercise control or direction over, more than 5% of the issued and outstanding common shares of the Company.
As of December 31, 2020, the number of record holders is estimated to be as follows: 20,091 in Canada, 826 in the US and 269 elsewhere. Of the 59,027,047 common shares issued and outstanding on December 31, 2020, such record holders are estimated to hold 33,318,635 (56.45%) shares in Canada, 21,654,211 (36.69%) shares in the US, and 4,054,200 (6.87%) shares elsewhere.
The Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any natural or legal person. There are no arrangements known to the Company that could result at a subsequent date in a change of control of the Company.
 B.RELATED PARTY TRANSACTIONS
To the knowledge of the Company, for the period from the beginning of 2020, none of its directors or officers or any person who beneficially owns or exercises control or direction over shares carrying more than ten percent of the voting rights attached to the Company’s shares, any associate or affiliate of any such person, or any close member of any such person’s family, has any material interest in any transaction since the beginning of the last completed financial year or in any proposed transactions that has materially affected or will materially affect the Company or any of its affiliates.
 C.INTERESTS OF EXPERTS AND COUNSEL
Not Applicable.
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Item 8:Financial Information

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.

 A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
The Consolidated Financial Statements of the Company for the years ended December 31, 2020, 2019, and 2018 include the following:
 
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


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Legal or Arbitration Proceedings
The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all of the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually, or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as of December 31, 2020.
Dividends
The Board of Directors of the Company adopted a Dividend Policy on August 14, 2012 providing for semi-annual dividend payments. On August 14, 2013, the Board of Directors modified the Company’s dividend policy to provide for quarterly dividend payments.
The following table sets forth the changes in the amount of the annualized dividend in the Company's Dividend Policy:
Date Approved by Board of DirectorsAnnualized Dividend Per Share Before ModificationsAnnualized Dividend Per Share After ModificationChange in Annualized Dividend Per Share
July 7, 2014USD$ 0.32USD$ 0.4850%
August 12, 2015USD$ 0.48USD$ 0.528.3%
August 10, 2016USD$ 0.52USD$ 0.567.7%
August 7, 2019USD$ 0.56USD$ 0.595.4%
November 11, 2020USD$ 0.59USD$ 0.636.8%
So long as the payments do not result in a violation of the Company’s covenants with its lenders, and subject to the provisions of the Canada Business Corporations Act relating to the declaration and payment of dividends, there are no other legal or contractual restrictions that would prevent the Company from paying dividends.
The following table sets forth the dividends paid for each of the years in the three-year period ended December 31, 2020:
Date DeclaredRecord DateDate PaidAmount per Share
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
March 12, 2020March 23, 2020March 31, 2020USD$ 0.1475
May 12, 2020June 15, 2020June 30, 2020USD$ 0.1475
August 12, 2020September 15, 2020September 30, 2020USD$ 0.1475
November 11, 2020December 16, 2020December 31, 2020USD$ 0.1575

The Company has determined it is appropriate to declare its dividend in US dollars because most of its cash flows are in US dollars. The Company has paid no other dividend in the past three years other than as set forth above. For details regarding the Company’s covenants with its lenders please refer to the 2018 Credit Facility Agreement, as amended, filed as Exhibit 4.6 and the Senior Unsecured Notes indenture, filed as Exhibit 2.3, to this Form 20-F.
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 B.SIGNIFICANT CHANGES
No significant changes have occurred since the date of the annual financial statements.
Item 9:The Offer and Listing
 A.OFFER AND LISTING DETAILS
The Company sells its shares in Canada on the TSX under the trading symbol “ITP” and in the US on the OTC Pink Marketplace under the trading symbol “ITPOF”.

The Company has authorized an unlimited number of voting common shares without par value. The Company also has authorized an unlimited number of non-voting Class A preferred shares issuable in a series, ranking in priority to the common shares with respect to dividends and return of capital on dissolution. The Board of Directors is authorized to fix, before issuance, the designation, rights, privileges, restrictions and conditions attached to the shares of each series of Class A preferred shares. As of December 31, 2020, there were 59,027,047 issued and outstanding common shares and no issued and outstanding preferred shares of the Company.

 B.PLAN OF DISTRIBUTION
Not Applicable.

 C.MARKETS
The Company sells its shares in Canada on the TSX under the trading symbol “ITP” and in the US on the OTC Pink Marketplace under the trading symbol “ITPOF”.

 D.SELLING SHAREHOLDERS
Not Applicable.

 E.DILUTION
Not Applicable.

 F.EXPENSES OF THE ISSUE
Not Applicable.

Item 10:Additional Information
 A.SHARE CAPITAL
Not Applicable.

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 B.MEMORANDUM AND ARTICLES OF ASSOCIATION
1.The business of the Company was established when Intertape Systems Inc., a predecessor of the Company, established a pressure-sensitive tape manufacturing facility in Montreal. The Company was incorporated under the Canada Business Corporations Act (the “Act”) on December 22, 1989 under the name “171695 Canada Inc.” On October 8, 1991, the Company filed a Certificate of Amendment changing its name to “Intertape Polymer Group Inc.” A Certificate of Amalgamation was filed by the Company on August 31, 1993, at which time the Company was amalgamated with EBAC Holdings Inc.
On November 11, 2015, the Board of Directors adopted By-Law 2015-1, requiring advance notice for the nomination of directors.
2.The Directors of the Company may, when deemed expedient:
 
(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.
The directors may, by resolution or by-law, delegate the above listed powers to such officers or directors of the Company as set out in such resolution or by-law.
Section 13 of the By-laws allows the Board of Directors to determine the remuneration paid to directors and such remuneration shall be in addition to the salary paid to any officer of the Company who is also a member of the Board of Directors (in the Board’s discretion, it does not currently pay any director remuneration to Gregory A.C. Yull in addition to the compensation paid to him as an officer of the Company). The Directors may also by resolution award special remuneration to any Director undertaking any special services on the Company’s behalf other than the routine work ordinarily required of a Director by the Company. The confirmation of any such resolution or resolutions by the shareholders is not required.
3.Description of Share Capital
The authorized capital of the Company consists of an unlimited number of common shares and non-voting Class A preferred shares, issuable in series. The following is a summary of the material provisions which attach to the common shares and Class A preferred shares and is qualified by reference to the full text of the rights, privileges, restrictions and conditions of such shares.
Common Shares
Voting Rights – Each common share entitles the holder thereof to one vote at all meetings of the shareholders of the Company.
Payment of Dividends – The holders of the Company’s common shares are entitled to receive during each year, as and when declared by the Board of Directors, dividends payable in money, property or by issue of fully-paid shares of the capital of the Company.
Distribution of Assets Upon Winding-Up – In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of assets of the Company among shareholders for the purpose of winding-up its affairs, the holders of the Company’s common shares are entitled to receive the remaining property of the Company.
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Class A Preferred Shares
The Board of Directors may at any time and from time to time issue non-voting Class A preferred shares in one or more series, each series to consist of such number of shares, designation, rights, restrictions, conditions and limitations (including any sinking fund provisions) as may, before the issuance thereof, be determined by the Board of Directors. The Class A preferred shares are entitled to preference over the common shares with respect to the payment of dividends. In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among shareholders for the purpose of winding-up its affairs, the holders of the Class A preferred shares will, before any amount is paid to, or any property or assets of the Company distributed among, the holders of the common shares, be entitled to receive: (i) an amount equal to the amount paid-up on such shares together with, in the case of cumulative Class A preferred shares, all unpaid cumulative dividends and, in the case of non-cumulative Class A preferred shares, all declared and unpaid non-cumulative dividends; and (ii) if such liquidation, dissolution, winding-up or distribution is voluntary, an additional amount equal to the premium, if any, which would have been payable on the redemption of the Class A preferred shares if they had been called for redemption by the Company on the date of distribution.
4.The rights of the holders of the Class A preferred shares may be amended only with the prior approval of two-thirds of the holders of the Class A preferred shares in addition to any other approvals required by the Act. There are no preferred shares currently issued and outstanding.
5.Subject to compliance with the Act, the annual shareholders' meeting shall be convened on such day each year and at such time as the Board of Directors may by resolution determine. Special meetings of the shareholders may be convened by order of the Chairman of the Board, the President or a Vice President who is a director or by the Board of Directors to be held at such time and place as may be specified in such order. Special meetings of the shareholders may also be called by written request to the Board of Directors signed by shareholders holding between them not less than five percent (5%) of the outstanding shares of the Company entitled to vote at such meeting. Such request shall state the business to be transacted at the meeting and sent to the registered office of the Company. In the event the Board of Directors does not call the meeting within twenty-one (21) days after receiving the request, then any shareholder who signed the request may call the meeting.
6.The Articles of Amalgamation of the Company do not contain limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s shares.
7.   The Articles of Amalgamation and the Bylaws contain no provision that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or any of its subsidiaries.
 C.MATERIAL CONTRACTS
The following is a description of the material contracts the Company was a party to during the last two fiscal years ended December 31, 2020, regardless of when they were initially entered into by the Company, either directly or through one of its subsidiaries, and that are not in the ordinary course of the Company’s business:
 
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 4.7 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. There have been no SARs outstanding since December 31, 2018. The SAR Plan was terminated in 2020. 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.
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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. 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 Company’s Board of Directors implemented the 2015 Shareholders Rights Plan by authorizing the issuance of one right (a “Right”) in respect of each common share outstanding at the close of business on December 14, 2015 (the “Record Time”) and in respect of each voting share issued by the Company after the Record Time. The Rights traded with, and were represented by, the common shares. Until such time as the Rights would have separated, when they would have become exercisable, Rights certificates would not be distributed to shareholders and no further action would be required by shareholders. If a person, or a group acting jointly or in concert (each, an “Offeror”), acquired beneficial ownership of 20% or more of the then outstanding voting shares (other than pursuant to an exemption available under the 2015 Shareholders Rights Plan), Rights (other than those held by such Offeror, which would have become void) would have separated and permitted the holders thereof to purchase additional shares at a substantial discount to the market price of the shares at that time. Pursuant to the 2015 Shareholders Rights Plan, any bid that met certain criteria intended to protect the interests of all shareholders would be deemed to be a “permitted bid” and would not trigger a separation under the 2015 Shareholders Rights Plan. These criteria required, among other things, that the bid be made by way of a takeover bid circular to all holders of voting shares other than the Offeror, that all shareholders be treated equally and that the bid remain open for acceptance by shareholders for at least 60 days or such longer period as may be prescribed by law as the minimum deposit period.

Prior to separation, the 2015 Shareholders Rights Plan was not dilutive and would not have affected reported earnings per share or change the way in which shareholders would have otherwise traded shares. Upon separation, reported earnings per share, on a fully diluted or non-diluted basis, may have been affected. Shareholders who did not exercise their Rights upon separation may have suffered substantial dilution along with the Offeror.

Under the policies of the TSX, the 2015 Shareholders Rights Plan was required to be ratified by the shareholders of the Company at a meeting held within six months following the adoption of the 2015 Shareholders Rights Plan, or otherwise the Company would have been required to immediately cancel the 2015 Shareholders Rights Plan and any rights issued thereunder would have been immediately redeemed or cancelled. On June 9, 2016, shareholders approved a resolution ratifying and approving the 2015 Shareholders Rights Plan, and on June 6, 2019, the
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shareholders approved a resolution to ratify the continued existence of a Shareholders Rights Plan as discussed below. For a copy of the 2015 Shareholders Rights Plan, see Exhibit 2.1 to this Form 20-F.

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.

A copy of each of the foregoing contracts, except as otherwise noted, are available as Exhibits to this Form 20-F.
 D.EXCHANGE CONTROLS
As of the date hereof, there are no governmental laws, decrees or regulations in Canada on the export or import of capital, or which impose foreign exchange controls or affect the remittance of interest, dividends or other payments to non-resident holders of the Company’s common stock, except as described under Item 10E “Taxation” below.
Except as provided in the Investment Canada Act (Canada), the Competition Act (Canada), and/or the Canada Transportation Act (Canada), which have provisions that may potentially restrict the holding of voting shares by non-Canadians, there are no limitations specific to the rights of non-Canadians to hold or vote the Company’s common shares under the laws of Canada or in its charter documents. The following summarizes the principal features of the Investment Canada Act, the Competition Act and the Canada Transportation Act for non-Canadian residents proposing to acquire the Company’s common shares.
This summary is of a general nature only and is not intended to be, and should not be construed to be, legal advice to any holder or prospective holder of the Company’s common shares, and no opinion or representation to any holder or prospective holder of the Company’s common shares is hereby made. Accordingly, holders and prospective holders of the Company’s common shares should consult with their own legal advisors with respect to the consequences of purchasing and owning the Company’s common shares. 
1.Investment Canada Act
The Investment Canada Act governs acquisitions of control of Canadian businesses by non-Canadians. Under the Investment Canada Act, non-Canadian individuals or entities acquiring “control” (as defined in the Investment Canada Act) of a corporation carrying on business in Canada are required to either notify, or file an application for review with, Innovation, Science and Economic Development Canada (or in the case of “cultural businesses”, Heritage Canada), subject to certain statutory exemptions. The relevant Minister may review any transaction which constitutes an acquisition of control of a Canadian business, where certain thresholds are exceeded (which are higher for investors from World Trade Organization member countries or investors from countries with which Canada has a trade agreement, including the US and the European Union) or where the activity of the business is a “cultural business” (as defined in the legislation and its regulations), or where the investment could be injurious to Canada’s national security. For acquisitions of control of businesses which do not involve a cultural business or present national security issues, no change of voting control will be deemed to have occurred, for purposes of the Investment Canada Act, if less than one-third of the voting control of a Canadian corporation is acquired by an investor. Different rules apply to acquisitions of control of businesses related to Canada’s cultural heritage or national identity, or present national security concerns.
If an investment is reviewable under the Investment Canada Act, an application for review in the form prescribed is normally required to be filed with Innovation, Science and Economic Development Canada or Heritage Canada prior to implementation of the investment. An investment subject to review may not be implemented until the review has been completed and the Minister responsible is satisfied that the investment is likely to be of “net benefit” to Canada. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian cannot implement the investment, or if the investment has been implemented, may be required to divest itself of control of the Canadian business that is the subject of the investment. Different rules apply if the Minister determines that the investment may be injurious to Canada’s national security.

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Certain transactions relating to the Company’s common stock would be exempt from the Investment Canada Act, unless they are found to be potentially injurious to Canada’s national security by the Minister responsible, including:
 
(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.
These exemptions do not apply to an acquisition of control of a Canadian business that is deemed to be potentially injurious to Canada’s national security.
2.Competition Act
The Competition Act requires notification to the Commissioner of Competition of specified merger transactions that exceed certain monetary and share thresholds prior to their completion.
If a proposed merger is subject to pre-merger notification, each party to the proposed merger must file a notification with the Commissioner of Competition.
Proposed mergers that are subject to pre-merger notification under the Competition Act are prohibited from being completed before the end of 30 days following the receipt of a complete notification by the Commissioner of Competition, unless a waiver of the waiting period is obtained from the Commissioner of Competition. The waiting period may be extended by the issuance of a supplementary information request by the Commissioner of Competition within the initial 30 day waiting period. In the event that a supplementary information request is issued by the Commissioner of Competition, the parties may not complete the proposed merger until the end of a further 30 day waiting period that commences on the date on which the information requested pursuant to the supplementary information request has been provided to the Commissioner of Competition.
Whether or not a merger is subject to pre-merger notification to the Commissioner of Competition, the Commissioner of Competition may commence an application for relief in the Competition Tribunal on the basis that the merger prevents or lessens, or is likely to prevent or lessen, competition substantially in a relevant market. Such applications for relief are subject to a one-year limitation period from the merger’s substantial completion.
3.Canada Transportation Act
If a proposed transaction involves a transportation undertaking and is subject to pre-merger notification to the Commissioner of Competition pursuant to the Competition Act, the parties to the proposed transaction must also provide pre-closing notification to the Minister of Transportation under the Canada Transportation Act. Such transactions require a 42-day waiting period which may be extended.
The parties to a proposed transaction subject to pre-merger notification to the Minister of Transportation may not complete the proposed transaction unless the Minister of Transportation issues a notice of his opinion that the proposed transaction does not raise issues with respect to the public interest as it relates to national transportation, or unless the transaction is approved by the Governor in Council.
 E.TAXATION
Material Canadian Federal Income Tax Consequences
The following general summary describes the principal Canadian federal income tax consequences applicable to a holder of the Company’s common stock who is a resident of the US, who is not, will not be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act (Canada) (the “Income Tax Act”) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common stock in the capital of the Company in connection with carrying on a business in Canada (a “non-resident holder”). This summary applies only to non-resident holders who hold their
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Company common stock as capital property. This summary does not apply to non-resident holders who are financial institutions (within the meaning of the Income Tax Act) or insurers.
This summary is based upon the current provisions of the Income Tax Act, the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention (1980), as amended (the “Treaty”). This summary also takes into account the amendments to the Income Tax Act and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a non-resident holder of the Company’s common stock and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.
This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of the Company’s common stock, and no opinion or representation with respect to the Canadian tax consequences to any holder or prospective holder of the Company’s common stock is made. Accordingly, holders and prospective holders of the Company’s common stock should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of the Company’s common stock in their particular circumstances.
Dividends
Dividends paid on the Company’s common stock to a non-resident holder will be subject under the Income Tax Act to withholding tax which tax is deducted at source by the Company. The withholding tax rate for dividends prescribed by the Income Tax Act is 25% but this rate may be reduced under the provisions of an applicable tax treaty. Under the Treaty, the withholding tax rate is reduced to 15% on dividends paid by the Company to a resident of the US who is the beneficial owner of such dividend and is eligible to benefits under the Treaty. The rate is further reduced to 5% where the beneficial owner of the dividend is a corporation resident in the US that is eligible for benefits under the Treaty and that owns at least 10% of the voting stock of the Company.
Capital Gains
A non-resident holder is not subject to tax under the Income Tax Act in respect of a capital gain realized upon the disposition of a common share of the Company unless such share is (or is deemed to be) “taxable Canadian property” (as defined in the Income Tax Act) of the non-resident holder. As long as the Company's common stock are listed on a designated stock exchange (which includes the TSX) at the time they are disposed of, the Company’s common stock will generally not be considered taxable Canadian property of a non-resident holder unless at any time during the 60-month period immediately preceding the disposition of the stock: (i) the non-resident holder, persons with whom the non-resident holder does not deal at arm’s length, partnerships in which the non-resident holder or any person with whom the non-resident holder does not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, or the non-resident holder together with such non-arm’s length persons or partnerships owned, or had an interest in an option in respect of, 25% or more of the issued stock of any class or series of the Company’s capital stock; and (ii) more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Income Tax Act), timber resource properties (as defined in the Income Tax Act), or an option, an interest or right in such property.
Material US Federal Income Tax Consequences
The following is a general discussion of the material US federal income tax consequences, under current law, generally applicable to a US Holder (as hereinafter defined) of common shares of the Company. This discussion does not address individual consequences to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a US. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (See “Canadian Federal Tax Consequences”).
The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly
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on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.
This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the US federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company are urged to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.
US Holders
As used herein, a “US Holder” means a holder of common shares of the Company who is a citizen or individual resident of the US, a corporation or partnership created or organized in or under the laws of the US or of any political subdivision thereof or a trust whose income is taxable in the US irrespective of source.
This summary does not address the tax consequences to, and US Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the US dollar, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, persons that actually or constructively own 10 percent or more of the Company by vote or value, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to US Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.
Distribution on Common Shares of the Company
US Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for US federal income tax purposes the gross amount of such distributions equal to the US dollar value of such dividends on the date of receipt (based on the exchange rate on such date) to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the US Holder’s federal income tax liability or, alternatively, may be deducted in computing the US Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). Dividends received by non-corporate US investors may be subject to US federal income tax at preferential tax rates if certain conditions are met. Dividends received by non-corporate US Holders with respect to the common shares of the Company are expected to be eligible for these preferential tax rates. US Holders should consult their own tax advisors regarding the eligibility of such dividends for a reduced rate of tax. To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the US Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a US Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a US Holder which is a corporation. Section 1411 of the Internal Revenue Code imposes a 3.8% Medicare surtax on net investment income of certain individuals, estates and trusts. In general, income with respect to Company distributions will be considered investment income for purposes of the surtax.
Foreign Tax Credit
A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the US Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces US federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder’s US income tax liability that the US Holder’s foreign sources income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific categories of income such as “passive income,” “general
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income,” and certain other categories of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain US Holders, “financial services income” that is treated as "general income" for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and US Holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.
Disposition of Common Shares of the Company
A US Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between: (i) the amount of cash plus the fair market value of any property received; and (ii) the shareholder’s tax basis in the common shares of the Company. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the US Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Preferential tax rates apply to long-term capital gains of US Holders who are individuals, estates or trusts. Section 1411 of the Internal Revenue Code imposes a 3.8% Medicare surtax on net investment income of certain individuals, estates and trusts. In general, capital gain or loss recognized upon the sale of common shares of the Company will be considered investment income for purposes of the surtax.
Other Considerations
In the following circumstances, the above sections of this discussion may not describe the US federal income tax consequences resulting from the holding and disposition of common shares:
Passive Foreign Investment Company
Certain US income tax legislation contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on US Holders of foreign corporations. These rules do not apply to non-US Holders.
Section 1297 of the Code defines a PFIC as a corporation that is not formed in the US and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the Company is a controlled foreign corporation or makes an election, adjusted tax basis) of its assets that produce or are held for the production of “passive income” is 50% or more. The Company does not believe that it is a PFIC. If the Company is determined to be a PFIC, US Holders could be subject to additional US federal income taxes on gain recognized with respect to the common shares and on certain distributions. In addition, an interest charge may apply to the portion of the US federal income tax liability on such gains or distributions treated under the PFIC rules as having been deferred by the US Holder. Moreover, dividends that a non-corporate US Holder receives from the Company will not be eligible for the reduced US federal income tax rates on dividends described above if the Company is a PFIC in the taxable year of the dividend or the preceding taxable year. Each US Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation and whether any related reporting is required.
 F.DIVIDENDS AND PAYING AGENTS
Not Applicable.

 G.STATEMENT BY EXPERTS
Not Applicable.

 H.DOCUMENTS ON DISPLAY
The documents referred to in this Form 20-F may be viewed at the Company’s office located at 100 Paramount Drive, Suite 300, Sarasota, Florida 34232.
 I.SUBSIDIARY INFORMATION
Not Applicable.
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Item 11:Quantitative and Qualitative Disclosures About Market Risk
Information for this Item is set forth in Note 24 to the 2020 audited consolidated financial statements under Item 18.

Item 12:Description of Securities Other than Equity Securities
 
 A.Debt Securities
Not Applicable.
 B.Warrants and Rights
Not Applicable.
 C.Other Securities
Not Applicable.
 D.American Depositary Shares
None.

PART II
 
Item 13:Defaults, Dividend Arrearages and Delinquencies
None.
 
Item 14:Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
 
Item 15:Controls and Procedures
(a)    Disclosure Controls and Procedures. the Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) designed to ensure not only that information required to be disclosed in its reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, but also that information required to be disclosed by the Company is accumulated and communicated to management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The CEO and CFO of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2020. They concluded based on such evaluation that the Company’s disclosure controls and procedures were effective.
(b)    Management’s Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting as
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well as the preparation of consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 based on the criteria established in the “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020 based on those criteria.
The Company’s internal control over financial reporting as of December 31, 2020 has been audited by Raymond Chabot Grant Thornton LLP, the Company’s external independent registered public accounting firm, as stated in its report which follows.
(c)    Attestation Report of Raymond Chabot Grant Thornton LLP. The Company’s independent auditors, Raymond Chabot Grant Thornton LLP, audited the annual consolidated financial statements included in this annual report and audited the Company’s internal control over financial reporting as of December 31, 2020 and included in the consolidated financial statements referenced in Item 18 of this Form 20-F its report on the Company’s internal control over financial reporting.
(d)    Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting that occurred during 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 16:[RESERVED]
 
 Item 16A:Audit Committee Financial Expert
The Board of Directors of the Company has determined that it has at least two audit committee financial experts serving on its audit committee. Mr. Frank Di Tomaso, having over 45 years of experience in accounting and auditing, and Mr. Chris R. Cawston, having over 18 years of experience in accounting and finance, and having the attributes set forth in Paragraph 16A(b) of the General Instructions to Form 20-F, have been determined to be audit committee financial experts. Further, Mr. Di Tomaso and Mr. Cawston are “independent” as that term is defined by the TSX and Sarbanes-Oxley Act.
 Item 16B:Code of Ethics
The Company has adopted a code of ethics entitled “Intertape Polymer Group Inc. Code of Business Conduct and Ethics”, which is applicable to all of its employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, and all persons performing similar functions. A copy of the Company’s Code of Business Conduct and Ethics has been posted on the Company’s website at http://www.itape.com under “Investor Relations”, “Corporate Governance”, “Governance Documents”. Any amendments to, or waiver from, any provision of the Code of Business Conduct and Ethics will be posted on the Company’s website at the above address within 5 business days following the date of such amendment or waiver and such information will remain available on the Company’s website for at least a 12-month period.
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 Item 16C:Principal Accountant Fees and Services
The following table sets forth the fees billed (in Canadian dollars) for professional services rendered by Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, the Company’s independent auditors, for the fiscal years ended December 31, 2020 and 2019:
20202019
$CDN$CDN
Audit Fees993,500961,000
Audit-Related Fees125,325117,900
Tax Fees45,893278,828
Total Fees1,164,7181,357,728
(a) Audit Fees. Audit fees were for professional services rendered for the integrated audit of the Company’s consolidated financial statements and internal control over financial reporting, assisting its Audit Committee in discharging its responsibilities for the review of the Company’s interim unaudited consolidated financial statements and services that generally only the independent auditor can reasonably provide, such as consent letters and assistance and review of documents filed with the SEC and Canadian securities regulatory authorities.
(b) Audit-Related Fees. Audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated interim unaudited financial statements and are not reported under the caption “Audit Fees” above. These services included consultations concerning financial accounting and reporting standards as well as services related to business acquisitions.
(c) Tax Fees. Tax fees were for the preparation of the Canadian subsidiaries’ income tax returns and assistance with questions in 2020 and 2019. In addition, tax fees in 2019 were for tax advice and tax planning which included assistance with questions regarding tax audits from the various taxation authorities in Canada and tax planning relating to common forms of domestic and international taxation.
(d) All Other Fees. The Company paid no other fees for services provided other than audit fees, audit-related fees and tax fees in 2019 and 2020 as described above.
(e) The Audit Committee charter provides for the required pre-approvals of services to be rendered by the external auditors. The pre-approval process takes place annually and is presented by the Company’s internal accountants and the external auditors for planned activity including audit, tax and non-audit services and includes reasonable detail with respect to the services covered. The pre-approval of all non-audit services allows the Audit Committee to consider the effect of such services on the independence of the external auditor. Any such services that may arise in addition to the pre-approved plan must be presented separately to the Audit Committee for pre-approval. The charter states that this responsibility cannot be delegated to management of the Company in any way whatsoever.
 Item 16D:Exemptions from the Listing Standards for Audit Committee
Not Applicable.
 Item 16E:Purchase of Equity Securities by the Issuer and Affiliated Purchasers
    On July 23, 2020, the Company renewed its NCIB, under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, 2021. As of December 31, 2020, and March 12, 2021, 4,000,000 shares remained available for repurchase under the NCIB. The Company's previous NCIB, which allowed repurchases for cancellation up to 4,000,000 common shares, expired on July 22, 2020. During the year ended December 31, 2020, the Company did not purchase any of its issued and outstanding common shares pursuant to any repurchase program or otherwise.
 Item 16F:Change in Registrant’s Certifying Accountant
Not Applicable.
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 Item 16G:Corporate Governance
Not Applicable.
 Item 16H:Mine Safety Disclosure
Not Applicable.
PART III
 
Item 17:Financial Statements
Not Applicable.
Item 18:Financial Statements
The consolidated financial statements required under Item 18 of this Form 20-F are attached hereto as Exhibit “A”.
 
Item 19:Exhibits
The Consolidated Financial Statements and the following exhibits are filed as part of this Annual Report on Form 20-F and are incorporated herein by reference.
 
 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, 2020, 2019 and 2018

Consolidated Earnings

Consolidated Comprehensive Income

Consolidated Changes in Equity

Consolidated Cash Flows

Consolidated Balance Sheets

Notes to Consolidated Financial Statements
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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
8.1
10.1During 2020, 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
15.7
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SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

                                Intertape Polymer Group Inc.
                            
                                By: /s/ Gregory A.C. Yull
                                    Gregory A.C. Yull, Chief Executive Officer

Dated March 26, 2021




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Intertape Polymer Group Inc.
Consolidated Financial Statements
December 31, 2020, 2019 and 2018
 
Management’s Responsibility for Consolidated Financial Statements
Management’s Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
4 to 6
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
7 to 8
Consolidated Financial Statements
Consolidated Earnings
Consolidated Comprehensive Income
Consolidated Changes in Equity
11 to 14
Consolidated Cash Flows
Consolidated Balance Sheets
Notes to Consolidated Financial Statements
17 to 89




Management’s Responsibility for Consolidated Financial Statements

The consolidated financial statements of Intertape Polymer Group Inc. (the “Company”) and other financial information are the responsibility of the Company’s management and have been examined and approved by its Board of Directors. These consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and include some amounts that are based on management’s best estimates and judgments. The selection of accounting principles and methods is management’s responsibility.
Management is responsible for the design, establishment and maintenance of appropriate internal control and procedures over financial reporting, to ensure that financial statements for external purposes are fairly presented in conformity with IFRS. Pursuant to these internal controls and procedures, processes have been designed to ensure that the Company’s transactions are properly authorized, the Company’s assets are safeguarded against unauthorized or improper use, and the Company’s transactions are properly recorded and reported to permit the preparation of the Company’s consolidated financial statements in conformity with IFRS.
Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and for maintaining proper standards of conduct in its activities.
The Audit Committee, all of whose members are independent directors, is involved in the review of the consolidated financial statements and other financial information.
The Audit Committee’s role is to examine the consolidated financial statements and annual report and once approved, recommend that the Board of Directors approve them, examine internal control over financial reporting and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the Audit Committee meets periodically with the external auditor to review its audit plan and discuss the results of its examinations. The Audit Committee is also responsible for recommending the nomination of the external auditor.
The Company’s external independent registered public accounting firm, Raymond Chabot Grant Thornton LLP, was appointed by the Shareholders at the Annual Meeting of Shareholders on May 13, 2020 to conduct the integrated audit of the Company’s consolidated financial statements, and the Company’s internal control over financial reporting. Its reports indicating the scope of its audits and its opinions on the consolidated financial statements and the Company’s internal control over financial reporting follow.
/s/ Gregory A.C. Yull
Gregory A.C. Yull
President and Chief Executive Officer
/s/ Jeffrey Crystal
Jeffrey Crystal
Chief Financial Officer
Sarasota, Florida and Montreal, Quebec
March 11, 2021


2


Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting as well as the preparation of consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 based on the criteria established in the “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020 based on those criteria.
The Company’s internal control over financial reporting as of December 31, 2020 has been audited by Raymond Chabot Grant Thornton LLP, the Company’s external independent registered public accounting firm, as stated in its report which follows.
/s/ Gregory A.C. Yull
Gregory A.C. Yull
President and Chief Executive Officer
/s/ Jeffrey Crystal
Jeffrey Crystal
Chief Financial Officer
Sarasota, Florida and Montreal, Quebec
March 11, 2021

3


Report of Independent Registered
Public Accounting Firm
To the Shareholders and Directors of
Intertape Polymer Group Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Intertape Polymer Group Inc. (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 11, 2021 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures

4


included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Company’s Audit Committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the recoverability of the carrying value of goodwill and indefinite-lived intangible assets

As described in Note 13 to the financial statements, the Company evaluates the recoverability of the carrying value of goodwill and indefinite-lived intangible assets annually or when events or changes in circumstances indicate a potential impairment has occurred.

The Company exercises significant judgment in determining the recoverability of the carrying values split by cash-generating units (CGUs), which the Company has identified as the tapes and films CGU, Polyair CGU (tested in a group with tapes and films CGU), the engineered coated products CGU, the Nortech CGU and another CGU. In assessing the recoverability, the Company compares the carrying value to the recoverable amount based on the value in use, which is based on discounted cash flows for each CGU, which includes significant management judgment, including projected cash flows, growth rate and discount rate. We identified evaluation of the recoverability of the carrying values of goodwill and indefinite-lived intangible assets as a critical audit matter.

The principal considerations for our determination that evaluation of the recoverability of the carrying values of goodwill and indefinite-lived intangible assets is a critical audit matter are the high level of auditor’s judgment and effort required in performing the audit procedures to evaluate management’s estimates and assumptions mentioned above, which include the use of professionals with specialized skills in valuation.

Our audit procedures related to the Company’s determination of their CGUs recoverable amounts included the following, among others:

We tested the effectiveness of internal controls related to goodwill and indefinite lived intangible assets, including controls over the determination of value in use, such as management’s judgment in determining projected cash flows, growth rate and discount rate;

5



We evaluated the reasonableness of the Company’s discounted cash flows by comparing projections to:

historical values;

industry data;

current communicated business plans and approved budget;

We used valuation specialists in evaluating the reasonableness of the valuation model used by the Company, including the assumptions such as growth rates and discount rates;

We tested the completeness and accuracy of the underlying data used in the Company’s valuation model;

We performed a sensitivity analysis on significant management assumptions used in the valuation model.


We have served as the Company’s auditor since 1981.
itp-20201231_g2.jpg

Montréal, Canada
March 11, 2021


6


Report of Independent Registered
Public Accounting Firm on Internal
Control over Financial Reporting
To the Shareholders and Directors of
Intertape Polymer Group Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Intertape Polymer Group Inc. (the "Company") as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 and our report dated March 11, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting ("Management's Report"). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

7


weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


itp-20201231_g2.jpg

Montréal, Canada
March 11, 2021

 


8


Intertape Polymer Group Inc.
Consolidated Earnings
Years ended December 31, 2020, 2019 and 2018
(In thousands of US dollars, except per share amounts)
 
202020192018
 $$$
Revenue (Note 21)1,213,028 1,158,519 1,053,019 
Cost of sales924,244 911,644 834,136 
Gross profit288,784 246,875 218,883 
Selling, general and administrative expenses157,486 136,674 122,466 
Research expenses11,196 12,527 12,024 
168,682 149,201 134,490 
Operating profit before manufacturing facility closures,
restructuring and other related charges
120,102 97,674 84,393 
Manufacturing facility closures, restructuring and other
related charges (Note 4)
4,328 5,136 7,060 
Operating profit115,774 92,538 77,333 
Finance costs (income) (Note 3)
Interest29,436 31,690 17,072 
Other (income) expense, net(6,238)3,314 3,810 
 23,198 35,004 20,882 
Earnings before income tax expense92,576 57,534 56,451 
Income tax expense (benefit) (Note 5)
Current25,595 17,195 934 
Deferred(6,474)(885)8,868 
 19,121 16,310 9,802 
Net earnings73,455 41,224 46,649 
Net earnings (loss) attributable to:
Company shareholders72,670 41,216 46,753 
Non-controlling interests785 8 (104)
 73,455 41,224 46,649 
Earnings per share attributable to Company shareholders (Note 6)
Basic1.23 0.70 0.79 
Diluted1.22 0.70 0.79 
The accompanying notes are an integral part of the consolidated financial statements and Note 3 presents additional information on consolidated earnings.

9


Intertape Polymer Group Inc.
Consolidated Comprehensive Income
Years ended December 31, 2020, 2019 and 2018
(In thousands of US dollars)
 
202020192018
 $$$
Net earnings73,455 41,224 46,649 
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)
(2,027)(3,057)1,433 
Reclassification adjustments for amounts recognized in earnings related to interest rate swap agreements (Note 24) (503)(531)
Change in cumulative translation adjustments (2)
(3,028)(7,798)(153)
Net gain (loss) arising from hedge of a net investment in foreign operations (3) (Note 24)
5,724 10,235 (9,421)
Items that will be reclassified subsequently to net earnings669 (1,123)(8,672)
Remeasurement of defined benefit liability (4) (Note 20)
(480)589 2,286 
Items that will not be reclassified subsequently to net earnings(480)589 2,286 
Other comprehensive income (loss)189 (534)(6,386)
Comprehensive income for the year73,644 40,690 40,263 
Comprehensive income (loss) for the year attributable to:
Company shareholders73,006 40,783 40,828 
Non-controlling interests638 (93)(565)
 73,644 40,690 40,263 

(1)Presented net of deferred income tax benefit of $658 in 2020, $359 in 2019 and $463 in 2018.
(2)Presented net of deferred income tax expense of $281 in 2020, nil in 2019 and 2018.
(3)Presented net of deferred income tax expense of $764 in 2020, $45 in 2019 and nil in 2018.
(4)Presented net of deferred income tax (benefit) expense of ($216) in 2020, $173 in 2019, and $730 in 2018.
The accompanying notes are an integral part of the consolidated financial statements.

10


Intertape Polymer Group Inc.
Consolidated Changes in Equity
Year ended December 31, 2018
(In thousands of US dollars, except for number of common shares)
Capital stockAccumulated other comprehensive loss
NumberAmountContributed
surplus
Cumulative
translation
adjustment
account
Reserve for
cash flow
hedges
TotalDeficitTotal equity
attributable
to Company
shareholders
Non-
controlling
interest
Total
equity
 $$$$$$$$$
Balance as of December 31, 201758,799,910350,759 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)67,500618 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)
(6)
(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 adjustments308 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 (loss) income for the year(9,113)902 (8,211)49,039 40,828 (565)40,263 

11


Capital stockAccumulated other comprehensive loss
NumberAmountContributed
surplus
Cumulative
translation
adjustment
account
Reserve for
cash flow
hedges
TotalDeficitTotal equity
attributable
to Company
shareholders
Non-
controlling
interest
Total
equity
Non-controlling interest arising from investment in Polyair (3)
421 421 
Capital transactions with non-controlling shareholders of Capstone (4)
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 (5)
1,434 1,434 1,434 
Acquisition of the non-controlling interest of Powerband (5)
5,966 5,966 (5,966) 
Balance as of December 31, 201858,650,310350,267 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.
(4)On May 11, 2018, the Company, through its partially owned subsidiary Capstone Polyweave Private Limited ("Capstone"), acquired substantially all of the assets and assumed certain liabilities of Airtrax Polymers Private Limited and on August 20, 2018, the Company acquired additional existing and newly-issued shares of Capstone as part of the same overall transaction. As a result of these transactions,and the impacts on the non-controlling interest's share of ownership, the Company recorded an $11.1 million increase to equity attributable to non-controlling interests.
(5)On November 16, 2018, the Company closed on the exercised call option to acquire the outstanding 26% interest in Powerband Industries Private Limited ("Powerband"), which resulted in the full derecognition of the previously recorded call option redemption liability. Upon derecognition of the call option redemption liability, and to account for the difference between the agreed-upon share purchase price of $9.9 million and the recorded liability of $12.7 million, a $1.4 million increase in equity was recorded on the consolidated balance sheet as of December 31, 2018 and a $1.4 million foreign exchange gain was recorded in consolidated earnings in finance costs (income) in other (income) expense, net.
(6)Presented net of income tax benefit of $126.
The accompanying notes are an integral part of the consolidated financial statements.

12


Intertape Polymer Group Inc.
Consolidated Changes in Equity
Year ended December 31, 2019
(In thousands of US dollars, except for number of common shares)
Capital stockAccumulated other comprehensive loss
NumberAmountContributed
surplus
Cumulative
translation
adjustment
account
Reserve for
cash flow
hedges
TotalDeficitTotal equity
attributable
to Company
shareholders
Non-
controlling
interests
Total
equity
 $$$$$$$$$
Balance as of December 31, 201858,650,310350,267 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)359,3753,278 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)
359,3754,292 (292)(33,890)(29,890)(29,890)
Net earnings41,216 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 year2,538 (3,560)(1,022)41,805 40,783 (93)40,690 
Balance as of December 31, 201959,009,685354,559 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.
The accompanying notes are an integral part of the consolidated financial statements.

13


Intertape Polymer Group Inc.
Consolidated Changes in Equity
Year ended December 31, 2020
(In thousands of US dollars, except for number of common shares)
 Capital stockAccumulated other comprehensive loss
 NumberAmountContributed
surplus
Cumulative
translation
adjustment
account
Reserve for
cash flow
hedges
TotalDeficitTotal equity
attributable
to Company
shareholders
Non-
controlling
interests
Total
equity
  $$$$$$$$$
Balance as of December 31, 201959,009,685354,559 16,782 (21,632)(1,070)(22,702)(87,899)260,740 11,488 272,228 
Transactions with owners
Exercise of stock options (Note 18)17,362271 271 271 
Change in excess tax benefit on outstanding share-based awards (Note 5)5,306 5,306 5,306 
Share-based compensation (Note 18)738 738 738 
Share-based compensation expense credited to capital on options exercised (Note 18)50 (50)  
Dividends on common shares (Note 18)(35,405)(35,405)(35,405)
17,362321 5,994 (35,405)(29,090)(29,090)
Net earnings72,670 72,670 785 73,455 
Other comprehensive income (loss)
Change in fair value of interest rate swap agreements designated as cash flow hedges (1) (Note 24)
(2,027)(2,027)(2,027)(2,027)
Remeasurement of defined benefit liability (2) (Note 20)
(480)(480)(480)
Change in cumulative translation adjustments (3)
(2,881)(2,881)(2,881)(147)(3,028)
Net gain arising from hedge of a net investment in foreign
operations (4) (Note 24)
5,724 5,724 5,724 5,724 
2,843 (2,027)816 (480)336 (147)189 
Comprehensive income (loss) for the period2,843 (2,027)816 72,190 73,006 638 73,644 
Dividend paid to non-controlling interest in GPCP Inc.(100)(100)
Balance as of December 31, 202059,027,047354,880 22,776 (18,789)(3,097)(21,886)(51,114)304,656 12,026 316,682 

(1)Presented net of deferred income tax benefit of $658.
(2)Presented net of deferred income tax benefit of $216.
(3)Presented net of deferred income tax expense of $281.
(4)Presented net of deferred income tax expense of $764.
The accompanying notes are an integral part of the consolidated financial statements.

14


Intertape Polymer Group Inc.
Consolidated Cash Flows
Years ended December 31, 2020, 2019 and 2018
(In thousands of US dollars)
202020192018
 $$$
OPERATING ACTIVITIES
Net earnings73,455 41,224 46,649 
Adjustments to net earnings
Depreciation and amortization63,840 61,415 44,829 
Income tax expense19,121 16,310 9,802 
Interest expense29,436 31,690 17,072 
Non-cash charges in connection with manufacturing facility closures, restructuring and other related charges596 799 6,136 
Impairment of inventories1,179 2,877 716 
Share-based compensation expense (Note 18)22,879 501 1,914 
Pension and other post-retirement expense related to defined benefit plans2,057 2,073 2,695 
Contingent consideration liability fair value adjustment (Note 24)(11,005)  
Loss (gain) on foreign exchange38 (790)1,933 
Other adjustments for non-cash items3,338 4,823 928 
Income taxes paid, net(24,610)(11,995)(1,577)
Contributions to defined benefit plans(1,129)(1,261)(13,802)
Cash flows from operating activities before changes in working capital items179,195 147,666 117,295 
Changes in working capital items
Trade receivables(25,947)(3,893)(9,660)
Inventories(4,742)4,341 (30,388)
Other current assets383 127 (6,523)
Accounts payable and accrued liabilities and share-based compensation settlements29,014 (11,571)19,215 
Provisions1,682 (1,658)859 
390 (12,654)(26,497)
Cash flows from operating activities179,585 135,012 90,798 
INVESTING ACTIVITIES
Acquisition of subsidiaries, net of cash acquired (Note 19)(35,704) (165,763)
Purchases of property, plant and equipment(45,828)(48,165)(75,781)
Purchase of intangible assets (1,854)(2,259)(1,558)
Other investing activities579 1,508 (173)
Cash flows from investing activities(82,807)(48,916)(243,275)
FINANCING ACTIVITIES
Proceeds from borrowings302,031 190,673 991,917 
Repayment of borrowings and lease liabilities(325,881)(225,902)(762,622)
Payments of debt issue costs (70)(7,862)
Interest paid(28,764)(32,934)(10,901)
Proceeds from exercise of stock options271 3,278 618 
Repurchases of common shares (329)(2,160)
Dividends paid(35,386)(33,992)(32,776)
Dividends paid to non-controlling interest in GPCP Inc.(100)  
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 
Cash flows from financing activities(87,829)(98,865)164,167 
Net increase (decrease) in cash8,949 (12,769)11,690 
Effect of foreign exchange differences on cash471 1,165 (2,132)
Cash, beginning of year7,047 18,651 9,093 
Cash, end of year16,467 7,047 18,651 
The accompanying notes are an integral part of the consolidated financial statements.

15


Intertape Polymer Group Inc.
Consolidated Balance Sheets
As of
(In thousands of US dollars)
December 31,
2020
December 31,
2019
 $$
ASSETS
Current assets
Cash16,467 7,047 
Trade receivables (Note 24)162,235 133,176 
Inventories (Note 7)194,516 184,937 
Other current assets (Note 8)21,048 22,287 
394,266 347,447 
Property, plant and equipment (Note 9)415,214 415,311 
Goodwill (Note 11)132,894 107,677 
Intangible assets (Note 12)124,274 115,049 
Deferred tax assets (Note 5)29,677 29,738 
Other assets (Note 10)13,310 10,518 
Total assets1,109,635 1,025,740 
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities180,446 145,051 
Share-based compensation liabilities, current (Note 18)17,769 4,948 
Provisions, current (Note 16)4,222 1,766 
Borrowings and lease liabilities, current (Notes 14 and 15)26,219 26,319 
228,656 178,084 
Borrowings and lease liabilities, non-current (Notes 14 and 15)463,745 482,491 
Pension, post-retirement and other long-term employee benefits (Note 20)19,826 17,018 
Share-based compensation liabilities, non-current (Note 18)13,664 4,247 
Non-controlling interest put options (Note 24)15,758 13,634 
Deferred tax liabilities (Note 5)34,108 46,669 
Provisions, non-current (Note 16)2,430 3,069 
Other liabilities (Note 17)14,766 8,300 
Total liabilities792,953 753,512 
EQUITY
Capital stock (Note 18)354,880 354,559 
Contributed surplus (Note 18)22,776 16,782 
Deficit(51,114)(87,899)
Accumulated other comprehensive loss(21,886)(22,702)
Total equity attributable to Company shareholders304,656 260,740 
Non-controlling interests 12,026 11,488 
Total equity316,682 272,228 
Total liabilities and equity1,109,635 1,025,740 
The accompanying notes are an integral part of the consolidated financial statements.

16


Intertape Polymer Group Inc.
Notes to Consolidated Financial Statements
December 31, 2020
(In US dollars, tabular amounts in thousands, except shares, per share data and as otherwise noted)
1 - GENERAL BUSINESS DESCRIPTION
Intertape Polymer Group Inc. (the “Parent Company”), incorporated under the Canada Business Corporations Act, has its principal administrative offices in Montreal, Québec, Canada and in Sarasota, Florida, USA. The address of the Parent Company’s registered office is 800 Place Victoria, Suite 3700, Montreal, Québec H4Z 1E9, c/o Fasken Martineau DuMoulin LLP. The Parent Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) in Canada. Details of the Parent Company and its subsidiaries (together referred to as the “Company”) are set out in Note 2.
The Company develops, manufactures and sells a variety of paper-and-film based pressure sensitive and water-activated tapes, polyethylene and specialized polyolefin films, protective packaging, engineered coated products and packaging machinery for industrial and retail use.
Intertape Polymer Group Inc. is the Company’s ultimate parent.
2 - ACCOUNTING POLICIES
Basis of Presentation and Statement of Compliance
The consolidated financial statements present the Company’s consolidated balance sheets as of December 31, 2020 and 2019, as well as its consolidated earnings, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2020. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and are expressed in United States (“US”) dollars and are rounded to the nearest thousands, except for per share amounts.
The consolidated financial statements were authorized for issuance by the Company’s Board of Directors on March 11, 2021.
New Standards adopted as of January 1, 2020
On March 29, 2018, the IASB issued its revised Conceptual Framework for Financial Reporting ("Conceptual Framework"). This replaces the previous version of the Conceptual Framework issued in 2010. The revised Conceptual Framework became effective on January 1, 2020. The revised Conceptual Framework does not constitute a substantial revision from the previously effective guidance but does provide additional guidance on topics not previously covered such as presentation and disclosure, revised definitions of an asset and a liability, as well as new guidance on measurement and derecognition. There was no material impact to the Company’s financial statements as a result of adopting the revised Conceptual Framework.

On September 26, 2019, the IASB published Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) in response to the ongoing reform of interest rate benchmarks around the world. The objective of the amendments is to modify specific hedge accounting requirements so that entities would apply those hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows of the hedging instrument are based is not altered as a result of interest rate benchmark reform. The amendments became effective on January 1, 2020. There was no material impact to the Company’s financial statements as a result of adopting Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) due to the application of the amendments by the Company in the following ways:

The Company has floating rate debt, linked to the London Inter-bank Offered Rate ("LIBOR"), which it cash flow hedges using interest rate swaps (refer to Note 24 for additional information on the Company's interest rate swaps). The amendments permit continuation of hedge accounting even though there is uncertainty about the timing and amount of the hedged cash flows due to the interest rate benchmark reforms.

The Company will retain the cumulative gain or loss in the cash flow hedge reserve for designated cash flow hedges that are subject to interest rate benchmark reforms even though there is uncertainty arising from the interest rate benchmark reform with respect to the timing and amount of the cash flows of the hedged items. Should the Company consider the hedged future cash flows are no longer expected to occur due to reasons other than interest rate benchmark reform, the cumulative gain or loss will be immediately reclassified to profit or loss.

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Other pronouncements and amendments
In the current year, the Company has applied a number of other amendments to IFRS and Interpretations issued by the IASB that are effective for annual periods beginning on or after January 1, 2020. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

New Standards and Interpretations Issued but Not Yet Effective

As of the date of authorization of the Company's financial statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all of the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s financial statements, are detailed as follows:

On January 23, 2020, the IASB published Classification of Liabilities as Current or Non-current (Amendments to IAS 1), which includes narrow-scope amendments to IAS 1 Presentation of Financial Statements. The objective of the amendments is to clarify how to classify debt and other liabilities as current or non-current depending on the rights that exist at the end of the reporting period. The amendments include clarification of the classification requirements for debt a company could settle by converting it into equity. The amendments are effective on January 1, 2023 and will be applied retrospectively. Management is currently assessing, but has not yet determined, the impact on the Company’s financial statements.

On May 14, 2020, the IASB published Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16), which prohibits deducting amounts received from selling items produced while preparing the asset for its intended use from the cost of property, plant and equipment. Instead, such sales proceeds and related costs will be recognized in earnings. The amendments are effective on January 1, 2022. Management is currently assessing, but has not yet determined, the impact on the Company’s financial statements.

On May 14, 2020, the IASB published Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37), which specifies the costs a Company can include when assessing whether a contract will be loss-making. The amendments are effective on January 1, 2022. Management is currently assessing, but has not yet determined, the impact on the Company’s financial statements.

On May 14, 2020, the IASB published Annual Improvements to IFRS Standards 2018 - 2020, which amends IFRS 1, IFRS 9, and the Illustrative Examples accompanying IFRS 16. These are minor amendments that clarify, simplify or remove redundant wordings in the standards. The amendments are effective on January 1, 2022. Management is currently assessing, but has not yet determined, the impact on the Company’s financial statements.

On May 28, 2020, the IASB published Covid-19-Related Rent Concessions (Amendment to IFRS 16), which amends IFRS 16, Leases, to provide lessees with a practical expedient that relieves lessees from assessing whether a COVID-19-related rent concession is a lease modification. The amendments are effective for annual reporting periods beginning on or after June 1, 2020 and will be applied retrospectively. Management has completed its analysis of the guidance and does not currently expect it to materially impact the Company’s financial statements.

On August 27, 2020, the IASB published Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16) in response to the ongoing reform of interest rate benchmarks around the world. The objective of the amendments is to support the application of the requirements of IFRS Standards when changes are made to contractual cash flows or hedging relationships as a result of the transition to an alternative benchmark interest rate. The amendments are effective on January 1, 2021 and will be applied retrospectively. Management has completed its analysis of the guidance and has determined that this amendment does not materially impact the Company’s financial statements.

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements.

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Basis of Measurement
The consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at revalued amounts or fair values at the end of each reporting period and the Company’s pension plans, post-retirement plans and other long-term employee benefit plans, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 - Share-based Payment, leasing transactions that are within the scope of IFRS 16 - Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 - Inventories or value in use in IAS 36 - Impairment of Assets.

The principal accounting policies adopted are set out below.
Basis of Consolidation
The consolidated financial statements include the accounts of the Parent Company and entities controlled by the Company (its subsidiaries). Control is achieved when (i) the Company has power over the investee, (ii) is exposed, or has rights, to variable returns from its involvement with the investee; and (iii) has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, subsidiaries acquired or disposed of during the year are reflected in the Company's earnings from the date the Company gains control until the date when the Company ceases to control the subsidiary. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions.
Non-controlling interests in subsidiaries is presented in the consolidated balance sheets as a separate component of equity that is distinct from shareholders' equity. The carrying amount of the Company's interests and the non‑controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.
Earnings and each component of other comprehensive income are attributed to the owners of the Company and to the non‑controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non‑controlling interests based on their respective ownership interests, even if this results in the non‑controlling interests having a deficit balance.
All intercompany assets and liabilities, equity, income, expenses and cash flows relating to transactions between subsidiaries of the Company are eliminated on consolidation, including unrealized gains and losses on transactions between the consolidated entities.
Powerband and Capstone have a fiscal year-end of March 31 due to Indian legislation. However, for consolidation purposes, the financial information for Powerband and Capstone is presented as of the same date as the Parent Company. All other subsidiaries have a reporting date identical to that of the Parent Company. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Parent Company.

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Details of the Parent Company’s subsidiaries are as follows:
Name of SubsidiaryPrincipal
Activity
Country of Incorporation
and Residence
Proportion of Ownership
Interest and Voting Power Held as of:
December 31, 2020December 31, 2019
Better Packages, Inc.ManufacturingUnited States100%100%
Capstone Polyweave Private LimitedManufacturingIndia55%55%
FIBOPE Portuguesa-Filmes Biorientados, S.A.ManufacturingPortugal100%100%
GPCP, Inc.ManufacturingUnited States50.1%50.1%
Intertape Polymer Corp.ManufacturingUnited States100%100%
Intertape Polymer Europe GmbHDistributionGermany100%100%
Intertape Polymer Inc.ManufacturingCanada100%100%
Intertape Polymer Japan GKDistributionJapan100%100%
Intertape Polymer Woven USA Inc.ManufacturingUnited States100%100%
Intertape Woven Products Services, S.A. de C.V.Non-operatingMexico100%100%
Intertape Woven Products, S.A. de C.V.Non-operatingMexico100%100%
IPG (US) Holdings Inc.HoldingUnited States100%100%
IPG (US) Inc.HoldingUnited States100%100%
IPG Mauritius Holding Company LtdHoldingMauritius100%100%
IPG Mauritius II LtdHoldingMauritius100%100%
IPG Mauritius LtdHoldingMauritius100%100%
Polyair Canada LimitedManufacturingCanada100%100%
Polyair CorporationManufacturingUnited States100%100%
Powerband Industries Private LimitedManufacturingIndia100%100%
Spuntech Fabrics Inc.HoldingCanada100%100%

Business Acquisitions

The Company applies the acquisition method of accounting for business acquisitions. The consideration transferred by the Company to obtain control of a subsidiary, or a group of assets that qualifies as a business, is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred, and the equity interests issued by the Company. Acquisition costs are expensed as incurred.

Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (which cannot exceed one year from the acquisition date), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

When the consideration transferred by the Company in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the total consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are made retrospectively, with corresponding adjustments against goodwill. Changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are made in the current period, with corresponding adjustments recognized in earnings.

Refer to Note 19 for more information regarding business acquisitions.

Non-controlling Interests

Non-controlling interests represent the equity in subsidiaries that are not attributable, directly or indirectly, to the Parent Company. A non-controlling interest is initially recognized as the proportionate share of the identifiable net assets of the

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subsidiary on the date of its acquisition and is subsequently adjusted for the non-controlling interest’s share of the acquired subsidiary’s earnings and any changes to capital, including dividends paid to the non-controlling interest, as well as changes in foreign currency exchange rates where applicable.
Foreign Currency Translation
Functional and presentation currency
The consolidated financial statements are presented in US dollars, which is the Company’s presentation currency. Items included in the financial statements of each of the consolidated entities are measured using the currency of the primary economic environment in which such entity operates (the “functional currency”). The significant functional currencies of the different consolidated entities include the US dollar, Canadian dollar ("CDN"), Indian rupee ("INR") and Euro. The functional currencies of entities within the Company have remained unchanged during the reporting period.
The Parent Company's functional currency is CDN, which is different than the Company's presentation currency. The Company elected to present its consolidated financial statements in US dollars as it is the predominate currency of the consolidated entities and as a result most of the Company's cash flows are in US dollars.
For the purpose of presenting consolidated financial statements, all assets, liabilities and transactions of entities with a functional currency other than the US dollar are translated to US dollars upon consolidation. On consolidation, assets and liabilities have been translated to US dollars using the closing exchange rate in effect at the balance sheet date, and revenues and expenses are translated at each month-end’s average exchange rate. The resulting translation adjustments are recognized in other consolidated comprehensive income (loss) ("OCI") and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).
When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognized in earnings as part of the gain or loss on sale. When there is no reduction in the ownership percentage, exchange differences recorded in equity will remain in equity until the foreign operation is partially or fully disposed of or sold.
Goodwill arising on the acquisition of a foreign entity is treated as an asset of the foreign entity and translated at the closing rate. Exchange differences arising are charged or credited to OCI and recognized in the cumulative translation adjustment account within accumulated OCI in equity.
Foreign currency transactions and balances

Transactions denominated in currencies other than the functional currency of a consolidated entity are translated into the functional currency of that entity using the exchange rates prevailing at the date of each transaction.

At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Foreign exchange gains or losses arising on settlement or translation of monetary items are recognized in earnings in finance costs (income) - other (income) expense, net in the period in which they arise, except (i) when deferred in OCI as a qualifying hedge (refer to Note 24) or (ii) exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation) which is recognized in OCI until disposal or partial disposal of the net investment at which time it is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on qualifying hedges are also recognized in OCI.
Segment Reporting
The Company operates in various geographic locations and develops, manufactures and sells a variety of products to a diverse customer base. Most of the Company’s products are made from similar processes. A vast majority of the Company’s products, while brought to market through various distribution channels, generally have similar economic characteristics. The Company’s decisions about resources to be allocated are predominantly determined as a whole based on the Company’s operational, management and reporting structure. The chief operating decision maker primarily assesses the Company’s performance as a single reportable segment.

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Revenue Recognition
The Company recognizes revenues from the sale of goods classified within five product categories: Tape, Film, Engineered Coated Products, Protective Packaging and Other. Refer to Note 21 for additional information on revenue by product category and geographical location.
The vast majority of the Company's customer arrangements contain a single performance obligation to transfer manufactured goods. Revenue is recognized when control of goods has transferred to customers. Control is considered transferred in accordance with the terms of sale, generally when goods are shipped to external customers as that is generally when legal title, physical possession and risks and rewards of goods/services transfers to the customer. The normal credit term is 30 days upon delivery.
Revenue is recognized at the transaction price that the Company expects to be entitled. In determining the transaction price, the Company considers the effects of variable consideration. The main sources of variable consideration for the Company are customer rebates and cash discounts. These incentives are recorded as a reduction to revenue at the time of the initial sale using the most-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible consideration outcomes. The range of possible consideration outcomes are primarily derived from the following inputs: sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. Because the Company serves numerous markets, the sales incentive programs offered vary across businesses, but the most common incentive relates to amounts paid or credited to customers for achieving defined volume levels or growth objectives. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale.
Certain contracts provide a customer with a right to return goods if certain conditions are met. Product returns are recorded as a reduction to revenue based on anticipated sales returns that occur in the normal course of business. At this time, the Company believes it is highly unlikely that a significant reversal in the cumulative revenue recognized will occur given the consistent level of claims over previous years. Sales, use, value-added, and other excise taxes are not recognized in revenue.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are added to the cost of those assets during the period of time that is necessary to complete and prepare the asset for its intended use. All other borrowing costs are recognized in earnings within interest in finance costs in the period in which they are incurred. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.
Research Expenses
Research expenses are expensed as they are incurred, net of any related investment tax credits, unless the criteria for capitalization of development expenses are met.
Government Grants

Grants from governments are recognized at their fair value when there is a reasonable assurance that the grant will be received and / or earned, and any specified conditions will be met. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognized in profit or loss in the period in which they become receivable.

Grants received in relation to the purchase and construction of plant and equipment are included in non-current liabilities as deferred income in other liabilities and are recognized in earnings on a straight-line basis over the estimated useful life of the related asset.

The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.

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Share-Based Compensation Expense
Stock options
Stock option expense is based on the grant date fair value of the awards expected to vest over the vesting period. Forfeitures are estimated at the time of the grant and are included in the measurement of the expense and are subsequently adjusted to reflect actual events. For awards with graded vesting, the fair value of each tranche is recognized on a straight-line basis over its vesting period.
Any consideration paid by participants on exercise of stock options is credited to capital stock together with any related share-based compensation expense originally recorded in contributed surplus. If the amount of the tax deduction (or estimated future tax deduction) exceeds the amount of the related cumulative remuneration expense for stock options, this indicates that the tax deduction relates not only to remuneration expense but also to an equity item. In this situation, the Company recognizes the excess of the associated current or deferred tax to contributed surplus prior to an award being exercised, and any such amounts are transferred to capital stock upon exercise of the award.
Stock appreciation rights
The stock appreciation rights ("SARs") expense is determined based on the fair value of the liability at the end of the reporting period. The expense is recognized over the vesting period. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest and recognizes the impact of the revisions in the consolidated earnings statement. The total amount of expense recognized over the life of the awards will equal the amount of the cash outflow, if any, as a result of exercises. At the end of each reporting period, the lifetime amount of expense recognized will equal the current period value of the SARs using the Black-Scholes pricing model, multiplied by the percentage vested. As a result, the amount of expense recognized can vary due to changes in the model variables from period to period until the SARs are exercised, expire, or are otherwise cancelled. The SARs plan was terminated in 2020.
Deferred share units
Deferred share units ("DSUs") are settled in cash only and, as a result, the corresponding liability is remeasured to fair value at the end of each reporting period. The fair value of DSUs is based on the volume weighted average trading price ("VWAP") of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the end of each reporting period. As a result, the amount of expense recognized can vary due to changes in the stock price from period to period until the DSUs are settled, expire, or are otherwise cancelled. The corresponding liability is recorded on the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current, for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current for amounts expected to settle in more than twelve months. Generally, unless the participant has made a specific election to defer the settlement of DSUs to the calendar year following their separation from service, the DSU liabilities are classified as current as the Company does not have an unconditional right to defer settlement of the liabilities for at least twelve months after the reporting period end date.
On December 7, 2020, the Board of Directors approved amendments that, among other things: (i) provide for vesting of future annual DSU grants over a service period; and (ii) allow participants to elect to receive settlement of their DSUs in the calendar year that their services end or in the following calendar year in accordance with, and to extent permitted by, applicable tax rules. DSUs granted prior to this amendment: (i) were expensed immediately if received as part of an annual grant; and (ii) for US directors, will be settled in the calendar year in which their services end. DSUs granted subsequent to this amendment and as part of an annual grant are expensed as earned over the service period. DSUs received in lieu of cash for directors’ fees continue to be expensed as earned over the service period.

Performance share units
Performance share unit ("PSUs") are settled in cash only and, as a result, the corresponding liability is remeasured to fair value at the end of each reporting period.
PSUs granted during the three years ending December 31, 2020 are subject to market (50 percent) and non-market performance conditions (50 percent) as well as a time-based vesting condition. Accordingly, the fair value of such PSUs is based 50 percent on a Monte Carlo valuation model at each reporting date and 50 percent on the Company's VWAP of common shares on the TSX for the five consecutive trading days immediately preceding the reporting period end multiplied by the number of PSUs expected to vest based on estimated achievement of non-market performance criteria at the reporting period end. Expense is recognized over the vesting period. As a result, the amount of expense recognized can vary due to changes in the model

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variables, stock price and estimated achievement of non-market performance criteria, from period to period, until the PSUs are settled, expire or are otherwise cancelled. The corresponding liability is recorded on the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current for amounts expected to settle in more than twelve months. The cash payment at settlement is calculated based on the number of settled PSUs held by the participant, multiplied by the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the day of settlement.
PSUs granted prior to December 31, 2017 which settled during the three years ending December 31, 2020 were subject only to a market performance condition (100 percent) and time-based vesting condition.
Restricted share units
Restricted share units ("RSUs") are settled in cash only and, as a result, the corresponding liability is remeasured to fair value at the end of each reporting period. The fair value of RSUs is based on the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the end of each reporting period. The RSUs are expensed over the vesting period. As a result, the amount of expense recognized can vary due to changes in the stock price from period to period until the RSUs are settled, expire, or are otherwise cancelled. The corresponding liability is recorded on the Company’s consolidated balance sheet under the caption share-based compensation liabilities, current for amounts expected to settle in the next twelve months and share-based compensation liabilities, non-current for amounts expected to settle in more than twelve months. The cash payment at settlement is calculated based on the number of settled RSUs held by the participant, multiplied by the VWAP of the Company’s common shares on the TSX for the five consecutive trading days immediately preceding the day of settlement.
Refer to Note 18 for more information regarding share-based payments.

Income Taxes

Current and deferred taxes are recognized in the consolidated statement of earnings, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Current tax
Current tax is based on the results for the period as adjusted for items that are not taxable or deductible. Current tax is calculated using tax rates and laws enacted or substantially enacted at the reporting date in the countries in which the Company operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. A provision is recognized for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgment of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. As of December 31, 2020 and 2019, the Company does not have any matters for which the tax determination is uncertain and as such, no provision has been recognized.
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable income will be available against which they can be utilized. This is assessed based on the Company’s forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.
Deferred tax is calculated using tax rates and laws enacted or substantially enacted at the reporting date in the countries where the Company operates, and which are expected to apply when the related deferred income tax asset is realized, or the deferred tax liability is settled.

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The carrying amounts of deferred tax assets are reviewed at each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting period and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off the recognized amounts and the deferred taxes relate to the same taxable entity and the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Earnings Per Share
Basic earnings per share is calculated by dividing the net earnings attributable to Company shareholders by the weighted average number of common shares outstanding during the period, including the effect of stock option activity and common shares repurchased.
Diluted earnings per share is calculated by dividing the net earnings attributable to Company shareholders by the weighted average number of common shares outstanding during the period, including the effect of stock option activity and common shares repurchased and for the effects of all dilutive potential outstanding stock options.
Dilutive potential outstanding stock options includes the total number of additional common shares that would have been issued by the Company assuming stock options with exercise prices below the average market price for the year were exercised and reduced by the number of shares that the Company could have repurchased if it had used the assumed proceeds from the exercise of stock options to repurchase them on the open market at the average share price for the period.
Refer to Note 6 for more information regarding earnings per share.
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires.

Classification and initial measurement of financial assets

The Company’s financial assets consist of cash, trade receivables, and supplier rebates and other receivables.

Financial assets, other than those designated and effective as hedging instruments, are classified at initial recognition as either:

measured at amortized cost,
fair value through earnings, or
fair value through OCI.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them.

In the case of financial assets not at fair value through earnings, and with the exception of trade receivables that do not contain a significant financing component, the Company initially measures a financial asset at its fair value adjusted for transaction costs.

In the case of financial assets at fair value through earnings, transaction costs directly attributable to the acquisition of financial assets or financial liabilities are recognized immediately in earnings.

Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15 - Revenue from Contracts with Customers. Refer to the accounting policies discussed above in Revenue Recognition.

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Subsequent measurement

In subsequent periods, the measurement of financial instruments depends on their classification. The classification is determined by both the Company’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.

Financial assets are measured at amortized cost if the assets meet the following conditions (and are not designated as fair value through earnings):

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.

After initial recognition, these are measured at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company's cash, trade receivables, supplier rebates and other receivables fall into this category of financial instruments. The expense relating to the allowance for expected credit loss is recognized in earnings in selling, general and administrative expense ("SG&A").

In the periods presented the Company does not have any financial assets categorized as fair value through OCI.

Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorized at fair value through earnings. Further, irrespective of business model, financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through earnings. Assets in this category are measured at fair value with gains or losses recognized in earnings. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below).
Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses arising from financial assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Company applies a simplified approach for calculating expected credit losses for trade and other receivables. The Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Company assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics and have been grouped based on the days past due. Refer to Note 24 for a detailed analysis of how the impairment requirements of IFRS 9 - Financial Instruments ("IFRS 9") are applied.
Classification and measurement of financial liabilities
The Company’s financial liabilities include accounts payable and accrued liabilities (excluding employee benefits and taxes payable), borrowings (excluding lease liabilities), non-controlling interest put options, and interest rate swap agreements.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through earnings. Subsequently, financial liabilities are measured at amortized cost using the effective interest method, except for derivatives and financial liabilities designated at fair value through earnings. The Company's accounts payable and accrued liabilities (excluding employee benefits and taxes payable) and borrowings (excluding lease liabilities) fall into this category of financial instruments.
Derivatives (other than those that are designated and effective as hedging instruments) and financial liabilities designated at fair value through earnings are carried subsequently at fair value with gains or losses recognized in earnings. The Company's non-controlling interest put options fall into this category of financial instruments. Changes in the fair value of the non-controlling

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interest put options are recognized in earnings in finance costs. Refer to Note 24 for more information regarding the fair value measurement and classification of put options relating to the Capstone non-controlling interest.
All interest-related charges for financial liabilities measured at amortized cost are recognized in earnings in finance costs. Discounting is omitted where the effect of discounting is immaterial.
Derivative instruments and hedging

Derivatives are recognized initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognized in earnings immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in earnings depends on the nature of the hedge relationship.

Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Derivatives are not offset in the financial statements unless the Company has both a legally enforceable right and intention to offset.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than twelve months and it is not due to be realized or settled within twelve months. Other derivatives are presented as current assets or current liabilities.

The Company applies hedge accounting to arrangements that qualify and are designated for hedge accounting treatment.
For the purpose of hedge accounting, hedges are classified as:
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.
When the requirements for hedge accounting are met at inception, the Company may designate a certain financial instrument as a hedging instrument in a hedge relationship. Upon designation, the Company documents the relationships between the hedging instrument and the hedged item, including the risk management objectives and strategy in undertaking the hedge transaction, and the methods that will be used to assess the effectiveness of the hedging relationship.
At inception of a hedge relationship and at each subsequent reporting date, the Company evaluates if the hedging relationship qualifies for hedge accounting under IFRS 9, which requires the following conditions to be met:
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.

Cash flow hedges

The Company has certain interest rate swap agreements designated as cash flow hedges. These arrangements have been entered into to mitigate the risk of change in cash flows due to the fluctuations in interest rates applicable on the Company's floating rate borrowings. Such derivative financial instruments used for hedge accounting are recognized initially at fair value on the date on which the derivative contract is entered into and are subsequently reported at fair value in the consolidated balance sheets.

To the extent that the hedge is effective, changes in the fair value of the derivatives designated as hedging instruments in cash flow hedges are recognized in OCI and are included within the reserve for cash flow hedges in equity. Any ineffectiveness in the hedge relationship is recognized immediately in earnings.

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Hedge accounting is discontinued prospectively when a derivative instrument ceases to satisfy the conditions for hedge accounting or is sold or liquidated. If the hedging relationship ceases to meet the effectiveness conditions, hedge accounting is discontinued, and the related gain or loss is held in the equity reserve until reclassified to the consolidated statement of earnings in the same period or periods during which the hedged future cash flows affect earnings. If the hedged item ceases to exist before the end of the original hedge term, the unrealized hedge gain or loss in OCI is reclassified immediately in the consolidated statement of earnings.

Interest rate swap agreements that economically hedge the risk of changes in cash flows due to the fluctuations in interest rates applicable on the Company's variable rate borrowings, but for which hedge accounting is not applied, are measured at fair value through earnings.
Refer to Note 24 for more information regarding interest rate swap agreements.
Hedge of a net investment in foreign operations
Hedges of a net investment in foreign operations, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for similar to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognized in OCI and any gains or losses relating to the ineffective portion are recognized in the statement of earnings. On disposal of a foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified immediately in earnings.
The Company uses some of its borrowings as a hedge of its exposure to foreign exchange risk on its investments in foreign operations.
Refer to Note 24 for more information regarding net investment hedging.
Cash

Cash comprises cash at banks and on hand.
Inventories
Inventories consists of raw materials, works in process, finished goods and parts and supplies.
Inventories are measured at the lower of cost or net realizable value.
Cost is assigned by using the first in, first out cost formula, and includes all costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Trade discounts, rebates and other similar items are deducted in determining the costs of purchases. The cost of work in process and finished goods includes the cost of raw materials, direct labor and a systematic allocation of fixed and variable production overhead incurred in converting materials into finished goods. The allocation of fixed production overheads to the cost of conversion is based on the normal capacity of the manufacturing facilities.
Net realizable value of raw materials, works in process, finished goods is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated selling expenses. Net realizable value of parts and supplies is the estimated replacement cost.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation, accumulated impairment losses and the applicable investment tax credits earned. The cost of an item of property, plant and equipment, excluding leases which are discussed in the Leases section below, comprises its purchase price or manufacturing cost, including any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, where applicable, borrowing costs and the initial estimate of the costs of dismantling and removing the item and restoring the leased site on which it is located.

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Depreciation is recognized using the straight-line method over the estimated useful lives of like assets as outlined below or, if lower, over the terms of the related leases:
 Years
LandIndefinite
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 provisionsExpected remaining term of the lease

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.
The depreciation methods, useful lives and residual values related to property, plant and equipment are reviewed at each reporting date, or more frequently when there is an indication that they have changed and adjusted if necessary.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment, and are depreciated over their respective useful lives. Depreciation of an asset begins when it is available for use in the location and condition necessary for it to be capable of operating in the manner intended by management. Manufacturing equipment under construction is not depreciated. Depreciation of an asset ceases at the earlier of the date on which the asset is classified as held for sale or is included in a disposal group that is classified as held for sale, and the date on which the asset is derecognized.
The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the asset if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. At the same time, the carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment, and repairs and maintenance are recognized in earnings as incurred.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the assets and are recognized in earnings in the category consistent with the function of the property, plant and equipment.
Depreciation expense is recognized in earnings in the expense category consistent with the function of the property, plant and equipment.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business acquisitions. Goodwill is carried at cost less any accumulated impairment losses.
Intangible Assets

Intangible assets acquired separately
When intangible assets are purchased separately, the cost is comprised of the purchase price and any directly attributable cost of preparing the asset for its intended use. Intangible assets with finite lives are carried at cost less accumulated amortization and accumulated impairment losses.
Intangible assets with indefinite lives that are acquired separately are carried at cost less accumulated impairment losses. The Company has trademarks and trade names which are identifiable intangible assets for which the expected useful life is indefinite. The trademarks and trade names represent the value of brand names primarily acquired in business acquisitions, which management expects will provide benefits to the Company for an indefinite period.

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When intangible assets are purchased with a group of assets, the cost of the group of assets is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase.

Internally generated intangible assets
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• the ways in which the intangible asset can generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or
sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
For capitalized internally developed software, directly attributable costs include employee costs incurred on solution development and implementation along with an appropriate portion of borrowing costs. Where no internally generated intangible asset can be recognized, development expenditure is recognized in the earnings in the period in which it is incurred.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are recognized initially at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Amortization is recognized using the straight-line method over their estimated useful lives as follows:
 Years
Distribution rights and customer contracts
6 to 15
Customer lists, license agreements and software
1 to 20
Patents and trademarks being amortized
2 to 13
Non-compete agreements
3 to 10
The amortization methods, useful lives and residual values related to intangible assets are reviewed at each reporting date, or more frequently when there is an indication that they have changed and adjusted if necessary, with the effect of any changes in estimate being accounted for on a prospective basis. Amortization begins when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management. Amortization expense is recognized in earnings in the expense category consistent with the function of the intangible asset.
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use. The gain or loss on disposal is determined as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in earnings in the expense category consistent with the function of the intangible asset.
Impairment Testing of Long-Lived Assets

At each reporting date, the Company reviews the carrying amounts of its intangible assets, goodwill and property, plant and equipment to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, or when required annual impairment testing is performed on intangible assets including software applications in development and not yet available for use and trademark and trade names with indefinite useful lives, the recoverable amount of the asset is estimated to determine the extent of the impairment loss, if any exists.


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For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows, known as a "cash-generating unit" or "CGU". The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of other assets or groups of assets. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs. Goodwill is allocated to those CGUs that are expected to benefit from synergies of related business acquisitions and that represent the lowest level within the group at which management monitors goodwill.
The recoverable amount is the higher of its value in use and its fair value less costs of disposal. To determine the value in use, management estimates the expected future cash flows from each CGU and determines a suitable discount rate in order to calculate the present value of those cash flows. Fair value in this case represents the price that would be received to sell an asset or CGU in an orderly transaction between market participants, less the associated costs of disposal. The Company determines the recoverable amount and compares it with the carrying amount. If the carrying amount exceeds the recoverable amount, an impairment loss is recognized for the difference. Impairment losses are recognized in earnings in the expense category consistent with the function of the associated corresponding property, plant and equipment or intangible asset. Impairment losses recognized with respect to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to that CGU, and then to reduce the carrying amounts of other assets within the unit or group of units on a pro rata basis applied to the carrying amount of each asset in the unit or group of units.
With the exclusion of goodwill whose impairment losses may not be reversed, an assessment is made at each reporting date as to whether there is any indication that previously recognized asset impairment losses may no longer exist or may have decreased. In this case, the Company will estimate the recoverable amount of that asset and, if appropriate, record a partial or entire reversal of the previously recognized impairment. Upon such reversal, the adjusted carrying amount of the asset will not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior years.
Goodwill is subject to impairment testing at least annually, or more frequently if events or changes in circumstances indicate the carrying amount may be impaired. Goodwill is considered to be impaired when the carrying amount of the CGU or group of CGUs to which the goodwill has been allocated exceeds its fair value. Any resulting impairment loss would be recognized in the statement of earnings.
Provisions
Provisions represent liabilities to the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are measured at the present value of the expected consideration to settle the obligation which, when the effect of the time value of money is material, is determined using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision during the period to reflect the passage of time is recognized in earnings as a finance cost.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, and if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably, a receivable is recognized as an asset.
A provision is recorded in connection with environmental expenditures relating to existing conditions caused by past operations that do not contribute to current or future cash flows. Provisions for liabilities related to anticipated remediation costs are recorded on a discounted basis, if the effects of discounting are material, when they are probable and reasonably estimable, and when a present obligation exists as a result of a past event. Environmental expenditures for capital projects that contribute to current or future operations generally are capitalized and depreciated over their estimated useful lives.
A provision is recorded in connection with the estimated future costs to restore leased property to their original condition, as required by the terms and conditions of the lease, and are recognized when the obligation is incurred, either at the commencement date of the lease or as a consequence of having used the underlying asset during a particular period of the lease, at the Company's best estimate of the expenditure that would be required to restore the asset. The liability and a corresponding asset are recorded on the Company’s consolidated balance sheet under the captions provisions, and property, plant and equipment (buildings), respectively. The provision is reviewed at the end of each reporting period to reflect the passage of time,

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changes in the discount rate and changes in the estimated future restoration costs. The Company amortizes the amount capitalized to property, plant and equipment on a straight-line basis over the expected lease term and recognizes a financial cost in connection with the discounted liability over the same period. Changes in the liability are added to, or deducted from, the cost of the related asset in the current period. These changes to the capitalized cost result in an adjustment to depreciation and interest.
A provision is recorded in connection with termination benefits at the earlier of the date on which the Company can no longer withdraw the offer of those benefits and the date on which the Company recognizes costs related to restructuring activities. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, they are presented on a discounted basis, if the effects of discounting are material.
The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable.
Pension, Post-Retirement and Other Long-term Employee Benefits
The Company has defined contribution plans, defined benefit pension plans, other post-retirement benefit plans, and other long-term employee benefit plans for certain of its employees in Canada and the US.
Defined contribution plans
A defined contribution plan is a post-retirement benefit plan under which the Company pays fixed contributions into a separate entity and to which it will have no legal or constructive obligation to pay future amounts. The Company contributes to several state plans, multi-employer plans, retirement savings plans and insurance funds for individual employees that are considered defined contribution plans. Contributions to defined contribution pension plans are recognized as an employee benefit expense in consolidated earnings in the periods during which services are rendered by employees.
Defined benefit plans
A defined benefit plan is a post-retirement benefit plan other than a defined contribution plan. For defined benefit pension plans, other post-retirement benefit plans and other long-term employee benefit plans, the benefits expense and the related obligations are actuarially determined on a quarterly basis by independent qualified actuaries using the projected unit credit method when the effects of discounting are material.
The asset or liability related to a defined benefit plan recognized in the consolidated balance sheet is the present value of the defined benefit obligation at the end of the reporting period, less the fair value of plan assets, together with adjustments for the asset ceiling and minimum funding liabilities. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows. Discount rates are determined close to each period-end by reference to market yields of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and have terms to maturity approximating the terms of the related pension benefit obligation.
Current service cost is recognized as an employee benefit expense in consolidated earnings in the periods during which services are rendered by employees and is calculated using a separate discount rate to reflect the longer duration of future benefit payments associated with the additional year of service to be earned by the plan's active participants. Net interest expense is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. Net interest expense is recognized as an employee benefit expense in consolidated earnings. Past service costs are recognized as an expense in consolidated earnings immediately following the introduction of, or changes to, a pension plan. Gains and losses on settlement of a defined benefit plan are recognized in consolidated earnings when the settlement occurs. Remeasurements, comprising actuarial gains and losses, the effect of the asset ceiling, the effect of minimum funding requirements and the return on plan assets (excluding amounts included in net interest expense) are recognized immediately in OCI, net of income taxes, and in deficit.
For funded plans, surpluses are recognized only to the extent that the surplus is considered recoverable. Recoverability is primarily based on the extent to which the Company can unilaterally reduce future contributions to the plan. Any reduction in the recognized asset is recognized in OCI, net of income taxes, and in deficit.

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An additional liability is recognized based on the minimum funding requirement of a plan when the Company does not have an unconditional right to the plan surplus. The liability and any subsequent remeasurement of that liability is recognized in OCI, net of income taxes, and in deficit.
Other
A liability is recognized for benefits to employees in respect of wages and salaries, annual leave and sick leave that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as accounts payable and accrued liabilities in the balance sheet.
Leases

The Company adopted IFRS 16 Leases as of January 1, 2019 using the modified retrospective approach and therefore comparative information for the year ended December 31, 2018 is still reported under IAS 17 Leases and IFRIC 4 Determining whether an Arrangement contains a Lease.

Accounting policy applicable from January 1, 2019

The Company assesses whether a contract is or contains a lease, at inception of the contract. Contracts that meet the definition of a lease are recognized on the balance sheet as a right-of-use asset and a corresponding lease liability, unless they are determined to be low value (such as small office equipment) or short-term leases (defined as leases with a lease term of 11 months or less). Lease payments related to low value and short-term leases are recognized in earnings on a straight-line basis over the lease term. The classification of a short-term lease is re-assessed if the terms of the lease are changed.

At the lease commencement date, the lease liability is measured as the present value of the lease payments unpaid at that date, including non-lease components, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate determined by reference to current market rates for a similarly rated industrial company issuing debt for maturities approximating the term of the lease. Lease payments are apportioned between the finance cost and the liability. The finance charge is recognized in earnings in finance costs and is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed payments), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

At the lease commencement date, the right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Lease term includes extension and early termination options when it is reasonably certain that the Company will exercise the option.

The lease liability is remeasured to reflect any reassessment or modification, and the corresponding adjustment is reflected in the right-of-use asset, or earnings if the right-of-use asset is already fully depreciated.

In the consolidated balance sheets, the right-of-use assets have been included under the caption property, plant and equipment and lease liabilities are presented under the caption borrowings and lease liabilities, current for amounts expected to settle in the next twelve months and borrowings and lease liabilities, non-current for amounts expected to settle in more than twelve months.

Variable lease payments that are not recognized as a lease liability include usage charges on manufacturing equipment, inventory handling charges at warehouses and common area maintenance on office buildings and manufacturing facilities. Variable lease payments are expensed in the period they are incurred.


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Accounting policy applicable prior to January 1, 2019

Leases are classified as either operating or finance, based on the substance of the transaction at inception of the lease. Classification is re-assessed if the terms of the lease are changed other than by renewing the lease.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Expenses under an operating lease are recognized in earnings on a straight-line basis over the period of the lease.
Equity
Capital stock represents the amount received on issuance of shares (less any issuance costs and net of taxes), share-based compensation expense credited to capital on stock options exercised less common shares repurchased equal to the carrying value.
Contributed surplus includes amounts related to equity-settled share-based compensation until such equity instruments are exercised or settled, in which case the amounts are transferred to capital stock or reversed upon forfeiture if not vested.
Accumulated other comprehensive income consists of the cumulative translation adjustment account and the reserve for cash flow hedges. The cumulative translation adjustment account comprises all foreign currency translation differences arising on the translation of the consolidated entities that use a functional currency different than US dollars, as well as the effective portion of the foreign currency differences arising from the Company's hedge of its net investment in foreign operations. The reserve for cash flow hedges includes gains and losses on certain derivative financial instruments designated as hedging instruments until such time as the hedged forecasted cash flows affect earnings.
Deficit includes all current and prior period earnings or losses, the excess of the purchase price paid over the carrying value of common share repurchases, dividends on common shares, the remeasurement of the defined benefit liability net of income tax expense (benefit), and the impacts of the derecognition and recognition of non-controlling interest put and call options (discussed in Note 24).
Share Repurchases
The purchase price of the common shares repurchased equal to its carrying value is recorded in capital stock in the consolidated balance sheet and in the statement of consolidated changes in equity. 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 as a share repurchase premium. Refer to Note 18 for additional information on share repurchases.
Dividends
Dividend distributions to the Company’s shareholders are recognized as a liability in the consolidated balance sheets if not paid in the period in which dividends are approved by the Company’s Board of Directors.
Critical Accounting Judgments, Estimates and Assumptions
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Significant changes in the underlying assumptions could result in significant changes to these estimates. Consequently, management reviews these estimates on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about these significant judgments, assumptions and estimates that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are summarized below.
Beginning in December 2019, a new strain of the coronavirus (COVID-19) has been spreading rapidly through the world, including the United States, Canada, India and Europe (where, collectively, significant portions of the Company’s operations are located and its sales occur). As of late, variants of COVID-19 have been reported in certain countries, including the United States. The impact of the virus varies from region to region and from week to week. The Company is closely monitoring the impacts of the COVID-19 pandemic as a trigger for changes in critical accounting judgments, estimates and assumptions.

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As of December 31, 2020, and as a result of the impact of COVID-19, the Company recorded (i) a fair value adjustment to its contingent consideration related to the acquisition of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (refer to Note 19 for more information on the Company's acquisition and Note 24 for more information on the Company's contingent consideration liability) and (ii) certain termination benefits related to a restructuring plan the Company initiated in response to COVID-19 uncertainties (refer to Note 4 for more information on manufacturing facility closures, restructuring and other related charges). There were no other material impairments, changes to allowance for credit losses, restructuring charges or other changes in critical accounting judgments, estimates and assumptions that it can directly attribute to COVID-19 or otherwise. Refer to Note 13 for more information regarding asset impairment testing.
There continues to be significant macroeconomic uncertainty, and the Company expects the COVID-19 pandemic will likely have a materially negative impact on the global economy into 2021 and perhaps beyond. Given the dynamic nature of the pandemic (including its duration and the severity of its impact on the global economy and the applicable governmental responses), the extent to which the COVID-19 pandemic impacts the Company’s future results will depend on unknown future developments and any further impact on the global economy and the markets in which the Company operates and sells its products, all of which remain highly uncertain and cannot be accurately predicted at this time.
Significant Management Judgments
Deferred income taxes
Deferred tax assets are recognized for unused tax losses and tax credits to the extent that it is probable that future taxable income will be available against which the losses can be utilized. These estimates are reviewed at every reporting date. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of the reversal of existing timing differences, future taxable income and future tax planning strategies. Refer to Note 5 for more information regarding income taxes.
Determination of the aggregation of operating segments
The Company uses judgment in the aggregation of operating segments for financial reporting and disclosure purposes. In doing so, management has determined that there are two operating segments consisting of a tape, film, protective packaging and machinery segment and an engineered coated product segment. The Company has aggregated these two operating segments into one reporting segment due to similar characteristics including the nature of goods and services provided to its customers, methods used in the sale and distribution of those goods and services, types of customers comprising its customer base, and the regulatory environment in which the Company operates.
Estimation Uncertainty
Impairments
At the end of each reporting period, the Company performs a test of impairment on assets subject to depreciation and amortization if there are indicators of impairment. CGUs containing goodwill or intangible assets having indefinite useful lives are tested at least annually, regardless of the existence of impairment indicators. An impairment loss is recognized when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use is based on estimated discounted net future cash inflows, which are derived from management's financial forecast models of the estimated remaining useful life of the asset or CGU, and do not include restructuring activities to which the Company is not yet formally committed, nor any anticipated significant future investments expected to enhance the performance of the asset or CGU being tested. The calculated value in use varies depending on the discount rate applied to the estimated discounted cash flows, the estimated future cash flows, and the growth rate used for extrapolation purposes.
Refer to Note 13 for more information regarding asset impairment testing.
Pension, post-retirement and other long-term employee benefits
The cost of defined benefit pension plans and other post-retirement benefit plans and the present value of the related obligations are determined using actuarial valuations. The determination of benefits expense and related obligations requires assumptions such as the discount rate to measure obligations, expected mortality and the expected health care cost trend. These assumptions are developed by management with the assistance of independent actuaries and are based on current actuarial benchmarks and management’s historical experience. Actual results will differ from estimated results, which are based on assumptions. Refer to

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Note 20 for more information regarding the assumptions related to the pension, post-retirement and other long-term employee benefit plans.
Uncertain tax positions
The Company is subject to taxation in numerous jurisdictions and may have transactions and calculations during the course of business for which the ultimate tax determination is uncertain. The Company maintains provisions for uncertain tax positions that it believes appropriately reflects its risk. These provisions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date, liabilities in excess of the Company’s provisions could result from audits by, or litigation with, the relevant taxing authorities. As of December 31, 2020 and 2019, the Company does not have any matters for which the tax determination is uncertain and as such, no provision has been recognized. Refer to Note 5 for more information regarding income taxes.
Useful lives of depreciable assets
The Company depreciates property, plant and equipment over the estimated useful lives of the assets. Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. In determining the estimated useful life of these assets, significant judgment is required. Judgment is required to determine whether events or circumstances warrant a revision to the remaining periods of depreciation and amortization. The Company considers expectations of the in-service period of these assets in determining these estimates. The Company assesses the estimated useful life of these assets at each reporting date. If the Company determines that the useful life of an asset is different from the original assessment, changes to depreciation and amortization will be applied prospectively. The estimates of cash flows used to assess the potential impairment of these assets are also subject to measurement uncertainty. Actual results may vary due to technical or commercial obsolescence, particularly with respect to information technology and manufacturing equipment.
Right-of-use assets and lease liabilities

Extension and early termination options are included in a number of leases across the Company. These are used to maximize operational flexibility in terms of managing assets used in the Company's operations. In determining the lease term and lease payments to be included in the measurement of the corresponding right-of-use asset and lease liability, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise an early termination option. Extension options (or periods after early termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not early terminated). The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. Refer to Note 15 for information regarding lease liabilities.
Net realizable value of inventories
Inventories are measured at the lower of cost or net realizable value. In estimating net realizable values of inventories, management takes into account the most reliable evidence available at the time the estimate is made. Provisions for slow-moving and obsolete inventories are made based on the age and estimated net realizable value of inventories. The assessment of the provision involves management judgment and estimates associated with expected disposition of the inventory. Refer to Note 7 for information regarding inventories and write-downs of inventories.
Allowance for expected credit loss and revenue adjustments
During each reporting period, the Company makes an assessment of whether trade accounts receivable are collectible from customers. Accordingly, management establishes an allowance for estimated losses arising from non-payment and other revenue adjustments. The Company’s allowance for expected credit loss reflects lifetime expected credit losses using a provision matrix model, supplemented by an allowance for individually impaired trade receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for any change in risk of the trade receivable population based on credit monitoring indicators, and expectations of general economic conditions that might affect the collection of trade receivables. The provision matrix applies fixed provision rates depending on the number of days that a trade receivable is past due, with higher rates applied the longer a balance is past due. The Company also records reductions to revenue for estimated returns, claims, customer rebates, and other incentives. These incentives are recorded as a reduction to revenue at the time of the initial sale using the most-likely amount estimation method. The most-likely amount method is based on the single most likely outcome from a range of possible consideration outcomes. The range of possible outcomes are primarily derived from the

36


following inputs: sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. If future collections and trends differ from estimates, future earnings will be affected. Refer to Note 24 for more information regarding the allowance for doubtful accounts and the related credit risks.
Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, when the effect of the time value of money is material.
The Company's provisions include environmental and restoration obligations, termination benefits and other and litigation provisions. Refer to Note 16 for more information regarding provisions.    
Share-based compensation
The estimation of share-based compensation fair value and expense requires the selection of an appropriate pricing model.
The model used by the Company for stock options and SAR awards is the Black-Scholes pricing model. The Black-Scholes model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Company’s own common shares, the probable life of awards granted, the time of exercise, the risk-free interest rate commensurate with the term of the awards, and the expected dividend yield.
The model used by the Company for PSU awards subject to a market performance condition is the Monte Carlo simulation model. The Monte Carlo model requires the Company to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected volatility of the Company’s own common shares as well as those of a peer group and the risk-free interest rate commensurate with the term of the awards. For PSU awards subject to a non-market performance condition, management estimates the expected achievement of performance criteria using long-range forecasting models.
Refer to Note 18 for more information regarding share-based payments.
Business acquisitions
Management uses various valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. Refer to Note 19 for more information regarding business acquisitions.

37


3 - INFORMATION INCLUDED IN CONSOLIDATED EARNINGS
The following table describes the charges incurred by the Company which are included in the Company’s consolidated earnings for each of the years in the three-year period ended December 31, 2020:
202020192018
 $$$
Employee benefit expense
Wages, salaries and other short-term benefits242,113 227,043 197,155 
Termination benefits (Note 16)4,110 2,274 1,861 
Share-based compensation expense (Note 18)22,879 501 1,914 
Pension, post-retirement and other long-term employee benefit plans (Note 20):
Defined benefit plans2,057 2,139 2,768 
Defined contributions plans6,824 7,142 3,471 
277,983 239,099 207,169 
Finance costs (income) - Interest
Interest on borrowings and lease liabilities28,684 32,472 17,443 
Amortization and write-off of debt issue costs on borrowings1,210 1,194 1,906 
Interest capitalized to property, plant and equipment(458)(1,976)(2,277)
29,436 31,690 17,072 
Finance costs (income) - other (income) expense, net
Foreign exchange loss (gain)38 (790)1,945 
Valuation adjustment made to non-controlling interest put options (Note 24)2,470 3,339  
Change in fair value of contingent consideration
liability (Note 24)
(11,005)  
Other costs, net2,259 765 1,865 
(6,238)3,314 3,810 
Additional information
Depreciation of property, plant and equipment (Note 9)50,237 51,030 38,548 
Amortization of intangible assets (Note 12)13,603 10,385 6,281 
Impairment of assets, net (Note 13)2,359 4,549 6,936 


38


4 - MANUFACTURING FACILITY CLOSURES, RESTRUCTURING AND OTHER RELATED CHARGES

The following table describes the charges incurred by the Company which are included in the Company’s consolidated earnings for each of the years in the three-year period ended December 31, 2020 under the caption manufacturing facility closures, restructuring and other related charges:
 202020192018
 $$$
Impairment of property, plant and equipment, net 669 4,839 
Equipment relocation38 156  
Revaluation and impairment of inventories, net596 130 1,297 
Termination benefits and other labor related costs, net3,389 1,874 1,043 
Restoration and idle facility costs, net270 1,978 268 
Professional fees, net40 393 31 
Other (recoveries) costs(5)(64)(418)
4,328 5,136 7,060 
Charges incurred during the year ended December 31, 2020 were mainly the result of employee restructuring initiatives which began in the second quarter in response to COVID-19 uncertainties. Charges incurred were composed of $3.7 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.6 million in non-cash impairments of inventory.

Charges incurred during the year ended December 31, 2019 were mainly the result of the Montreal, Quebec manufacturing facility closure at the end of 2019 and the Johnson City, Tennessee manufacturing facility closure at the end of 2018. Charges incurred were composed of $4.3 million in cash charges mainly related to termination benefits, restoration and ongoing idle facility costs and $0.8 million in non-cash impairments of property, plant and equipment and inventory.

Charges incurred during the year ended December 31, 2018 were mainly the result of the Johnson City, Tennessee manufacturing facility closure and were composed of $6.1 million of non-cash impairments of property, plant and equipment and inventory as well as $0.9 million in cash charges mainly related to termination benefits and other labor related costs.

As of December 31, 2020, restructuring provisions of $3.6 million are included in provisions ($2.0 million in 2019). Refer to Note 16 for more information on provisions.
39


5 - INCOME TAXES
The reconciliation of the combined Canadian federal and provincial statutory income tax rate to the Company’s effective income tax rate is detailed as follows for each of the years in the three-year period ended December 31, 2020:
202020192018
 %%%
Combined Canadian federal and provincial income tax rate27.8 28.4 28.4 
Foreign earnings/losses taxed at higher income tax rates 0.2 0.4 
Foreign earnings/losses taxed at lower income tax rates(4.3)(4.8)(5.1)
Prior period adjustments(0.5)0.5 (3.4)
(Nontaxable income) nondeductible expenses(1.9)1.1 3.9 
Impact of other differences1.6 (2.3)(0.7)
Nontaxable dividend  (8.6)
Canadian deferred tax assets (recognized) not recognized(1.8)4.3 2.5 
Recognition of deferred tax assets(0.2)(1.3) 
Proposed tax assessment (1)
 2.2  
Effective income tax rate20.7 28.3 17.4 
(1)    Proposed tax assessment refers to a $2.3 million proposed state income tax assessment and the related interest expense recorded in the second quarter of 2019 which resulted from the denial of the utilization of certain net operating losses generated in tax years 2000-2006.
The major components of income tax expense (benefit) are outlined below for each of the years in the three-year period ended December 31, 2020:
202020192018
 $$$
Current income tax expense25,595 17,195 934 
Deferred tax expense (benefit)
Recognition of US deferred tax assets(153)(701)(182)
US temporary differences(6,605)3,988 10,427 
Canadian deferred tax assets (recognized) not recognized(1,660)2,474 1,297 
Recognition of Canadian deferred tax assets (22) 
Canadian temporary differences1,674 (5,678)(1,548)
Temporary differences in other jurisdictions270 (946)(1,126)
Total deferred income tax (benefit) expense(6,474)(885)8,868 
Total tax expense for the year19,121 16,310 9,802 



40


The amount of income taxes relating to components of OCI for each of the years in the three-year period ended December 31, 2020 is outlined below:
Amount before
income tax
Deferred
income taxes
Amount net of
income taxes
 $$$
For the year ended December 31, 2020
Deferred tax benefit on remeasurement of defined benefit liability (696)216 (480)
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges(2,685)658 (2,027)
Deferred tax expense on foreign exchange related impacts arising from intercompany settlements2,117 (281)1,836 
Deferred tax expense on gain arising from hedge of a net investment in foreign operations6,488 (764)5,724 
5,224 (171)5,053 
For the year ended December 31, 2019
Deferred tax expense on remeasurement of defined benefit liability762 (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 operations10,280 (45)10,235 
7,626 141 7,767 
For the year ended December 31, 2018
Deferred tax expense on remeasurement of defined benefit liability3,016 (730)2,286 
Deferred tax benefit on change in fair value of interest rate swap agreements designated as cash flow hedges970 463 1,433 
3,986 (267)3,719 

The amount of recognized deferred tax assets and liabilities is outlined below as of December 31, 2020:
Deferred tax
assets
Deferred tax
liabilities
Net
 $$$
As of December 31, 2020
Tax credits, losses, carryforwards and other tax deductions10,465  10,465 
Property, plant and equipment15,882 (52,956)(37,074)
Pension and other post-retirement benefits4,231  4,231 
Share-based payments11,929  11,929 
Accounts payable and accrued liabilities8,945  8,945 
Goodwill and other intangibles7,083 (23,121)(16,038)
Trade and other receivables1,152  1,152 
Inventories1,530  1,530 
Lease liabilities9,616  9,616 
Other2,481 (1,668)813 
Deferred tax assets and liabilities73,314 (77,745)(4,431)

41


Presented in the consolidated balance sheets as:
December 31,
2020
 $
Deferred tax assets29,677 
Deferred tax liabilities(34,108)
(4,431)
The amount of recognized deferred tax assets and liabilities is outlined below as of December 31, 2019:
Deferred tax
assets
Deferred tax
liabilities
Net
 $$$
As of December 31, 2019
Tax credits, losses, carryforwards and other tax deductions11,638  11,638 
Property, plant and equipment16,020 (52,871)(36,851)
Pension and other post-retirement benefits3,966  3,966 
Share-based payments1,766  1,766 
Accounts payable and accrued liabilities6,022  6,022 
Goodwill and other intangibles7,028 (22,893)(15,865)
Trade and other receivables688  688 
Inventories1,918  1,918 
Lease liabilities9,832  9,832 
Other863 (908)(45)
Deferred tax assets and liabilities59,741 (76,672)(16,931)
Presented in the consolidated balance sheets as:
December 31,
2019
 $
Deferred tax assets29,738 
Deferred tax liabilities(46,669)
(16,931)
Nature of evidence supporting recognition of deferred tax assets
In assessing the recoverability of deferred tax assets, management determines, at each balance sheet date, whether it is more likely than not that a portion or all of its deferred tax assets will be realized. This determination is based on quantitative and qualitative assessments by management and the weighing of all available evidence, both positive and negative. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and the implementation of tax planning strategies.
As of December 31, 2020 and 2019, respectively, management analyzed all available evidence and determined it is more likely than not that substantially all of the Company’s deferred tax assets in the US and Canadian operating entities will be realized. Accordingly, the Company continues to recognize the majority of its deferred tax assets in the US and Canadian operating entities. With respect to the deferred tax assets at the Canadian corporate holding entity, the Parent Company, management determined it appropriate that the Parent Company's deferred tax assets should continue not to be recognized as of December 31, 2020 and 2019, respectively. The Canadian deferred tax assets remain available to the Company in order to reduce its taxable income in future periods.    

42


The following table outlines the changes in the deferred tax assets and liabilities during the year ended December 31, 2019:
Balance January 1, 2019Recognized in
earnings (with
translation
adjustments)
Recognized in
contributed
surplus
Recognized in
OCI
Recognized in deficitBalance reclassified to other current assetsBalance December 31,
2019
 $$$$$$$
Deferred tax assets    
Tax credits, losses, carryforwards and other tax deductions11,147 2,503    (2,012)11,638 
Property, plant and equipment13,910 2,110     16,020 
Pension and other post-retirement benefits3,798 333  (165)  3,966 
Share-based payments2,508 (728)(17) 3  1,766 
Accounts payable and accrued liabilities5,659 363     6,022 
Goodwill and other intangibles6,998 30     7,028 
Trade and other receivables633 55     688 
Inventories2,262 (344)    1,918 
Lease liabilities 9,832     9,832 
Other5 903  (45)  863 
46,920 15,057 (17)(210)3 (2,012)59,741 
Deferred tax liabilities
Property, plant and equipment(38,290)(14,581)    (52,871)
Goodwill and other intangibles(25,343)2,450     (22,893)
Other(539)(726) 357   (908)
(64,172)(12,857) 357   (76,672)
Deferred tax assets and liabilities(17,252)2,200 (17)147 3 (2,012)(16,931)
Impact due to foreign exchange rates(1,315) (6) 
Total recognized885 (17)141 3 

43


The following table outlines the changes in the deferred tax assets and liabilities during the year ended December 31, 2020:
Balance January 1, 2020Recognized in
earnings (with
translation
adjustments)
Recognized in
contributed
surplus
Recognized in
OCI
Balance December 31,
2020
 $$$$$
Deferred tax assets    
Tax credits, losses, carryforwards and other tax deductions11,638 (892) (281)10,465 
Property, plant and equipment16,020 (138)  15,882 
Pension and other post-retirement benefits3,966 30  235 4,231 
Share-based payments1,766 4,857 5,306  11,929 
Accounts payable and accrued liabilities6,022 2,923   8,945 
Goodwill and other intangibles7,028 55   7,083 
Trade and other receivables688 464   1,152 
Inventories1,918 (388)  1,530 
Lease liabilities9,832 (216)  9,616 
Other863 1,722  (104)2,481 
59,741 8,417 5,306 (150)73,314 
Deferred tax liabilities
Property, plant and equipment(52,871)(85)  (52,956)
Goodwill and other intangibles(22,893)(228)  (23,121)
Other(908)(760)  (1,668)
(76,672)(1,073)  (77,745)
Deferred tax assets and liabilities(16,931)7,344 5,306 (150)(4,431)
Impact due to foreign exchange rates(870) (21)
Total recognized6,474 5,306 (171)
Deductible temporary differences and unused tax losses for which no deferred tax asset is recognized in the consolidated balance sheets are as follows:
December 31,
2020
December 31,
2019
 $$
Tax losses, carryforwards and other tax deductions47,829 51,134 
Share-based payments7,231 3,457 
55,060 54,591 

44


The following table presents the amounts and expiration dates relating to unused tax credits in Canada for which no asset is recognized in the consolidated balance sheets as of December 31:
20202019
 $$
2020 541 
2021209 204 
2022476 466 
2023236 230 
2024222 217 
2025376 367 
2026288 281 
2027262 256 
2028305 298 
2029243 237 
2030221 216 
2031324 316 
2032194 190 
2033238 233 
2034211 206 
2035560 547 
2036367 359 
2037266 260 
2038666 651 
2039266 651 
2040266  
Total tax credits derecognized6,196 6,726 
The following table presents the year of expiration of the Company’s operating losses carried forward in Canada as of December 31, 2020:
 Deferred tax assets not recognized
 FederalProvincial
 $$
20265,311 5,311 
2029602 602 
20302,675 2,675 
20311,607 1,607 
20373,766 3,766 
20385,251 5,251 
203911,122 11,122 
30,334 30,334 
In addition, the Company has (i) consolidated state losses of $48.1 million (with expiration dates ranging from 2021 to 2038) for which a tax benefit of $0.6 million has not been recognized; (ii) standalone state losses of $69.5 million (with expiration dates ranging from 2021 to 2038) for which a tax benefit of $2.4 million has not been recognized; and (iii) $15.9 million of capital loss carryforwards with indefinite lives available to offset future capital gains in Canada for which no tax benefit has been recognized.    

45


6 - EARNINGS PER SHARE

The weighted average number of common shares outstanding is as follows for each of the years in the three-year period ended December 31, 2020:
202020192018
Basic59,010,48558,798,48858,815,526
Effect of stock options620,388190,646268,649
Diluted59,630,87358,989,13459,084,175

Stock options that were anti-dilutive and excluded from the calculation of weighted average diluted common shares for each of the years in the three-year period ended December 31, 2020 were as follows:
202020192018
Anti-dilutive stock options612,601 505,812242,918


7 - INVENTORIES

Inventory is composed of the following for the years ended:
December 31,
2020
December 31,
2019
$$
Raw materials61,051 52,617 
Work in process38,850 29,927 
Finished goods72,535 81,605 
Parts and supplies22,080 20,788 
194,516 184,937 

The Company recorded impairments of inventories to net realizable value in the Company’s consolidated earnings as an expense for each of the years in the three-year period ended December 31, 2020 as follows:
202020192018
$$$
Impairments recorded in manufacturing facility closures, restructuring and other related charges596 634 1,297 
Reversals of impairments recorded in manufacturing facility closures, restructuring and other related charges (504) 
Impairments recorded in cost of sales1,179 2,877 716 
1,775 3,007 2,013 

Refer to Note 13 for information regarding impairments of inventories.

The amount of inventories included in the Company’s consolidated earnings in cost of sales for each of the years in the three-year period ended December 31, 2020 is as follows:
202020192018
$$$
Inventories recognized in cost of sales843,717 836,600 771,224 

46


8 - OTHER CURRENT ASSETS
Other current assets are composed of the following for the years ended:
December 31,
2020
December 31,
2019
 $$
Prepaid expenses9,086 8,892 
Sales and other taxes receivable and credits3,988 5,747 
Income taxes receivable and prepaid3,280 3,977 
Supplier rebates receivable2,596 1,533 
Reserve for inventory returns1,196 1,003 
Other902 1,135 
21,048 22,287 

9 - PROPERTY, PLANT AND EQUIPMENT

The following table outlines the changes to property, plant and equipment during the year ended December 31, 2019:
LandBuildingsManufacturing
equipment
Computer
equipment
and software
Furniture,
office equipment
and other
Construction in
progress
Total
$$$$$$$
Gross carrying amount
Balance as of December 31, 201812,076 145,417 682,246 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 service581 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, 201912,192 193,831 755,613 44,724 5,294 14,411 1,026,065 
Accumulated depreciation and impairments
Balance as of December 31, 2018979 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, 2019609 81,055 486,127 39,453 3,510  610,754 
Net carrying amount as of December 31, 201911,583 112,776 269,486 5,271 1,784 14,411 415,311 

47


The following table outlines the changes to property, plant and equipment during the year ended December 31, 2020:
LandBuildingsManufacturing
equipment
Computer
equipment
and software
Furniture,
office equipment
and other
Construction in
progress
Total
$$$$$$$
Gross carrying amount
Balance as of December 31, 201912,192 193,831 755,613 44,724 5,294 14,411 1,026,065 
Additions – right-of-use assets 2,284 974  806  4,064 
Additions – separately acquired     45,464 45,464 
Additions through business acquisitions 140 656 10 115  921 
Assets placed into service 2,528 18,054 1,493 289 (22,364) 
Disposals (54)(1,902)(7)(541)(86)(2,590)
Foreign exchange and other(79)1,605 3,216 247 217 (98)5,108 
Balance as of December 31, 202012,113 200,334 776,611 46,467 6,180 37,327 1,079,032 
Accumulated depreciation and impairments
Balance as of December 31, 2019609 81,055 486,127 39,453 3,510  610,754 
Depreciation (1)
 11,314 35,745 2,211 1,146  50,416 
Impairments  127   86 213 
Disposals (54)(845)(7)(531)(86)(1,523)
Foreign exchange and other515 3,034 217 192  3,958 
Balance as of December 31, 2020609 92,830 524,188 41,874 4,317  663,818 
Net carrying amount as of December 31, 202011,504 107,504 252,423 4,593 1,863 37,327 415,214 
(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 $0.2 million and $0.4 million as of December 31, 2020 and 2019, respectively. 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.
Capital expenditures incurred in the year ended December 31, 2020 were primarily to support investments in e-commerce-related production capacity, maintenance needs, initiatives supporting the efficiency and effectiveness of operations and other strategic initiatives. As of December 31, 2020, the Company had commitments to suppliers to purchase machinery and equipment totalling $17.0 million primarily to support e-commerce-related production capacity improvements and other strategic initiatives. It is expected that such amounts will be paid out in the next twelve months and will be funded by the Company's borrowings and cash flows from operating activities.
Capital expenditures incurred in the year ended December 31, 2019 were primarily to support the end stages of strategic initiatives completed during 2019 including: the greenfield manufacturing facilities in India and the capacity expansion project at the Midland, North Carolina manufacturing facility. Capital expenditures were also incurred to support other smaller-scale strategic and growth initiatives, including projects to support the integration of acquired operations.
During the year ended December 31, 2020, the loss on disposals amounted to $0.3 million ($0.6 million and $0.2 million loss on disposals in 2019 and 2018, respectively).
Supplemental information regarding property, plant and equipment is as follows for the years ended:
December 31,
2020
December 31,
2019
Interest capitalized to property, plant and equipment$458$1,976
Weighted average capitalization rates4.94 %7.56 %

48



Additional information on the carrying amount of the right-of-use assets by class of assets and related depreciation expense is as follows as of and for the years ended:
BuildingsManufacturing equipmentFurniture,
office equipment
and other
Total
$$$$
December 31, 2020:
Carrying amount 32,795 15,916 917 49,628 
Depreciation expense5,923 3,230 746 9,899 
December 31, 2019:
Carrying amount36,263 18,348 866 55,477 
Depreciation expense5,331 3,248 796 9,375 

10 - OTHER ASSETS

Other assets are composed of the following for the years ended:
December 31,
2020
December 31,
2019
 $$
Corporate owned life insurance held in grantor trust7,988 5,992 
Pension benefits (1)
3,024 1,966 
Deposits1,083 1,179 
Prepaid software licensing786 960 
Cash surrender value of officers’ life insurance408 386 
Other21 35 
13,310 10,518 

(1)Refer to Note 20 for additional information regarding employee benefit plans.
11 - GOODWILL
The following table outlines the changes in goodwill during the period:
Total
$
Balance as of December 31, 2018107,714 
Foreign exchange(37)
Balance as of December 31, 2019107,677 
Acquired through business acquisition (1)
25,640 
Foreign exchange(423)
Balance as of December 31, 2020132,894 
(1)Refer to Note 19 for additional information regarding the Company's business acquisition.


49


12 - INTANGIBLE ASSETS

The following tables outline the changes in intangible assets during the period:
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, 20182,655 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 other73 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, 20182,655 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 other73 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 

License
agreements
Customer
lists
Software (1)
Patents/
Trademark/Trade names
(2)
Non-compete
agreements
Total
$$$$$$
Gross carrying amount
Balance as of December 31, 2019190 105,497 8,618 15,053 8,034 137,392 
Additions – separately acquired  1,881   1,881 
Additions through business acquisitions 18,462  1,616 1,441 21,519 
Disposals  (421)  (421)
Foreign exchange and other (207) 135 (180)(252)
Balance as of December 31, 2020190 123,752 10,078 16,804 9,295 160,119 
Accumulated amortization and impairments
Balance as of December 31, 2019190 16,122 2,506 382 3,143 22,343 
Amortization 10,406 1,449 257 1,491 13,603 
Disposals  (371)  (371)
Impairments  371   371 
Foreign exchange and other (49) 2 (54)(101)
Balance as of December 31, 2020190 26,479 3,955 641 4,580 35,845 
Net carrying amount as of December 31, 2020 97,273 6,123 16,163 4,715 124,274 

(1)Includes $0.4 million of acquired software licenses during the years ended December 31, 2020 and 2019, respectively.
(2)Includes trademarks and trade names not subject to amortization totalling $16.1 million and $14.4 million as of December 31, 2020 and 2019, respectively.
During the year ended December 31, 2020, the loss on disposals amounted to $0.1 million (nil in 2019 and 2018, respectively).
The Company holds customer relationships related to its Polyair acquisition with a carrying amount of $59.6 million and $64.3 million as of December 31, 2020 and 2019, respectively. These customer relationships will be fully amortized in the year 2033.

50


13 - IMPAIRMENT OF ASSETS
CGU Determination and Indicators of Impairment
In updating its determination of CGUs and applying any related indicators of impairment, the Company took into consideration any manufacturing facility closures and other related activities that may have taken place over the course of the year; the expected costs, timeline, and future benefits expected from its major capital expenditure projects; the impact of acquisitions; as well as changes in the interdependencies of cash flows among the Company’s manufacturing sites. As a result of this analysis, the Company’s CGUs consist of the following:
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.
Polyair continues to be considered a separate CGU by management, despite integration efforts making significant progress in 2019 and in 2020 and in 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 engineered coated products manufacturing facilities located in the United States, Canada and India.
As discussed in Note 19, the Company acquired the operating assets of Nortech in February 2020, which consists of one manufacturing facility ("Nortech CGU") that operates largely on a standalone basis and with its own customer base.
The Company has an additional CGU consisting of a single manufacturing facility located in Portugal, which does not contain any long-lived intangible assets or goodwill and, as such, is not subject to annual impairment testing.
During the year ended December 31, 2020, with the exception of Nortech for which management conducted an impairment test during the second quarter resulting in no impairment for that CGU, there were no other indicators of impairment for any of the CGUs previously described. Due to the existence of recorded goodwill and indefinite-lived intangible assets associated with the T&F Group, the ECP CGU and the Nortech CGU, the Company conducted impairment tests as discussed further below. The tests did not result in any impairment being recognized as of December 31, 2020 and 2019. Unrelated to the impairment tests performed at the CGU level, there were impairments of certain individual assets as disclosed in the impairments table below, which primarily relate to manufacturing facility closures, restructuring and other related charges.
The Company also considers indicators for the reversal of prior impairment charges recorded. This analysis of indicators is based on the recent and projected results of CGUs and specific asset groups that were previously impaired. For the years ended December 31, 2020 and 2019, these analyses did not result in any impairment reversals.
Impairment Testing
All of the Company’s carrying amounts of goodwill, intangible assets with indefinite useful lives and software not yet available for use as of December 31, 2020 and 2019 relate to the T&F Group, the ECP CGU and the Nortech CGU. The Company performed the required annual impairment testing for these asset groups during the fourth quarter of 2020 and 2019. The impairment test for the asset groups was determined based on their value in use. Key assumptions used in each discounted cash flow projection, management’s approach to determine the value assigned to each key assumption, and other information as required for the asset groups are outlined in the tables below. Changes in the key assumptions below that the Company believes are reasonably possible would not be expected to cause the carrying amount of the asset groups to exceed its recoverable amount, in which case an impairment would otherwise be recognized.

Revenue and other future assumptions used in these models were prepared in accordance with IAS 36 – Impairment of Assets and do not include the benefit from obtaining, or the incremental costs to obtain, growth initiatives or cost reduction programs that the Company may be planning but has not yet undertaken within its current asset base.
Details of the key assumptions used in impairment tests performed as of December 31, 2020 are outlined below:
T&F GroupECP CGUNortech CGU
Carrying amount allocated to the asset group:
Goodwill$101,568$5,686$25,640
Intangible assets with indefinite useful lives$14,493 $1,616

51


T&F GroupECP CGUNortech CGU
Results of test performed as of December 31, 2020:
Forecast period annual revenue growth rates (1)
9.4% in 2021, 2.3%-3.1% thereafter
11.5% in 2021, 3.1% in 2022, tapering down to 2.5% thereafter
35.2% in 2021, 54.6% in 2022, tapering down to 2.5% thereafter
Discount rate (2)
8.8 %11.6 %12.5 %
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of (3)
2.3 %2.5 %2.5 %
Income tax rate (4)
28.0 %27.0 %25.5 %
(1)For all three 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. For 2021, anticipated revenue growth used in these analyses is partially attributable to expected increases in selling prices due to the passing through of higher raw material costs to customers.

For the T&F Group, projections assume that the Company’s revenue will grow due to growth in the e-commerce channel and areas of recent capital investment in the short term, and consistent with United States gross domestic product average projections over the longer term.

For the ECP CGU, projections expect additional revenue from the recent Capstone investment and recovery from COVID-19 demand disruptions in the short term, and sustained growth levels consistent with United States gross domestic product over the longer term.

For the Nortech CGU, projections expect the business to achieve growth in the acquisition business case, which has been delayed by national lockdowns and restricted customer capital expenditures due to the global COVID-19 pandemic. The initial high rate of growth anticipated in 2021 is largely due to an expected recovery from these delays in fulfilling the customer order backlog.
(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.
Sensitivity analysis performed as of December 31, 2020 using reasonably possible changes in key assumptions above are outlined below:
T&F GroupECP CGUNortech CGU
Forecast period annual revenue growth rates
9.4% in 2021, 0% thereafter
11.5% in 2021, 1.0% thereafter
0% in 2021 and 2022, 109.1% in 2023, tapering down to 2.5% thereafter
Discount rate11.0 %12.6 %14.5 %
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of1.0 %1.0 %1.5 %
Income tax rate35.0 %37.0 %28.0 %
There was no indication of any impairment resulting from changing the individual assumptions above.


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Details of the key assumptions used in impairment tests performed as of December 31, 2019 are outlined below:
T&F GroupECP 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:
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 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.

For the T&F Group, projections assume that the Company's revenue will grow consistent with United States gross domestic product average projections, and from anticipated synergies realized from Polyair cross-selling opportunities, included discretely through 2022.

For the ECP CGU, projections expect additional ramping of revenue from the group due to integration and capital expenditure efforts through 2021, and then tapering down to sustained growth levels consistent with United States gross domestic product.
(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.

Sensitivity analysis performed as of December 31, 2019 using reasonably possible changes in key assumptions above are outlined below:
T&F GroupECP CGU
Forecast period annual revenue growth rates
1.3% in 2020, 0% thereafter
6.3% in 2020, 1.0% thereafter
Discount rate11.0 %12.6 %
Cash flows beyond the forecast period have been extrapolated using a steady growth rate of1.0 %1.0 %
Income tax rate35.0 %37.0 %
There was no indication of any impairment resulting from changing the individual assumptions above.

53


Impairments

Impairments recognized during the year ended December 31, 2020 and 2019 and reversals of impairments recognized during the year ended December 31, 2019 are presented in the table below. There were no reversals of impairments recognized during the year ended December 31, 2020.
20202019
Impairment
recognized
Impairment
recognized
Impairment
reversed
$$$
Classes of assets impaired
Manufacturing facility closures, restructuring and other related charges
Inventories596 634 (504)
Property, plant and equipment
Buildings 236  
Manufacturing equipment 987 (751)
Computer equipment and software 114  
Furniture, office equipment and other 18  
       Construction in progress 65  
596 2,054 (1,255)
Cost of sales
Inventories1,179 2,877  
Property, plant and equipment
Manufacturing equipment127 224  
Computer equipment and software 35  
Construction in progress86 542  
Intangibles371 72  
1,763 3,750  
Total2,359 5,804 (1,255)
The assets impaired during the year ended December 31, 2020 were primarily impairments of inventories related to slow-moving and obsolete goods, including inventory associated with the Montreal, Quebec manufacturing facility closure. The assets impaired during the year ended December 31, 2019 were primarily impairments of inventories related to slow-moving and obsolete goods, as well as assets impaired as a result of the closure of the Montreal, Quebec and Johnson City, Tennessee manufacturing facilities.
The Company used its best estimate in assessing the likely outcome for each of the assets. The recoverable amount of the assets in all cases was fair value less costs to sell.

54


14 - BORROWINGS

Borrowings are composed of the following for the years ended: 
December 31,
2020
December 31,
2019
MaturityWeighted average
effective interest rate
$Weighted average
effective interest
 rate
$
Senior Unsecured Notes (a)
October 20267.00 %246,236 7.00 %245,681 
2018 Credit Facility (b)
June 20233.07 %185,162 4.04 %185,438 
2018 Powerband Credit Facility (c)
August 20219.31 %629 8.90 %17,294 
2018 Capstone Credit Facility (d)
Various until June 20236.47 %10,505 7.84 %10,434 
Partially forgivable government loans (e)
Various until June 20261.25 %5,265 1.25 %4,431 
Lease liabilities (f)
Various until December 20346.12 %42,122 6.97 %44,756 
Term and other loans (g)
Various until February 20240.82 %45 0.75 %776 
Total borrowings489,964 508,810 
Less: borrowings and lease liabilities, current 26,219 26,319 
Total borrowings and lease liabilities, non-current463,745 482,491 
The aggregate principal amounts of the related borrowings and lease liabilities in the table above are presented net of debt issuance costs of $5.1 million and $6.2 million as of December 31, 2020 and 2019, respectively, and imputed interest of $0.3 million and $0.4 million as of December 31, 2020 and 2019, respectively, netting to $4.6 million and $5.8 million as of December 31, 2020 and 2019, respectively.
Refer to Note 24 for a maturity analysis on borrowings.
(a)Senior Unsecured Notes
On October 15, 2018, the Company completed the private placement of $250 million aggregate principal amount of senior unsecured notes due October 15, 2026 ("Senior Unsecured Notes") with certain guarantors and Regions Bank, as Trustee. The Company incurred debt issue costs of $5.1 million which were capitalized and are being amortized using the straight-line method over the eight-year term. The Company used the net proceeds to partially repay borrowings under the 2018 Credit Facility (defined below) and to pay related fees and expenses, as well as for general corporate purposes. 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.
As of December 31, 2020, the Senior Unsecured Notes outstanding balance amounted to $250.0 million ($246.2 million, net of $3.8 million in unamortized debt issue costs).
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 Senior Unsecured Notes's indenture contains usual and customary incurrence based covenants that are generally less restrictive than covenants under the 2018 Credit Facility and, 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. None of these covenants are considered restrictive to the Company’s operations and, as of December 31, 2020, the Company was in compliance with all of these debt covenants. The Senior Unsecured Notes are guaranteed by all direct and indirect subsidiaries of the Parent Company that are borrowers or guarantors under the 2018 Credit Facility. Under the terms of

55


the indenture, any direct or indirect subsidiaries that in the future become borrowers or guarantors under the 2018 Credit Facility shall also be guarantors of the Senior Unsecured Notes.
(b)2018 Credit Facility
On June 14, 2018, the Company entered into a five-year, $600.0 million credit facility (“2018 Credit Facility”) with a syndicated lending group, refinancing and replacing the Company's previous $450.0 million credit facility that was due to mature in November 2019. In securing the 2018 Credit Facility, the Company incurred debt issue costs amounting to $2.7 million which were capitalized and are being amortized using the straight-line method over the five-year term.
The 2018 Credit Facility consists of a $400.0 million revolving credit facility (“2018 Revolving Credit Facility”) and a $200.0 million term loan (“2018 Term Loan”). The 2018 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 bears an interest rate based, at the Company’s option, on LIBOR, the Federal Funds Rate, or Bank of America’s prime rate, plus a spread varying between 25 and 250 basis points (150 basis points as of December 31, 2020 and December 31, 2019) depending on the debt instrument's benchmark interest rate and the consolidated secured net leverage ratio.
As of December 31, 2020, the 2018 Term Loan's outstanding principal balance amounted to $172.5 million and the 2018 Revolving Credit Facility’s outstanding principal balance amounted to $14.0 million, for a total gross outstanding principal balance under the 2018 Credit Facility of $186.5 million ($185.2 million, net of $1.3 million in unamortized debt issue costs). Standby letters of credit totalled $1.5 million resulting in total utilization under the 2018 Credit Facility of $188.0 million. Accordingly, the unused availability under the 2018 Credit Facility as of December 31, 2020 amounted to $384.5 million. The Company's capacity to borrow available funds under the 2018 Credit Facility may be limited because of the secured net leverage ratio covenant and other restrictions as defined in the Company's credit agreement.
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 who are borrowers or guarantors under the facility.
The 2018 Credit Facility has two financial covenants, a consolidated secured net leverage ratio and a consolidated interest coverage ratio. In July 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 borrowings (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 quarters 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). The Company was in compliance with the consolidated secured net leverage ratio and consolidated interest coverage ratio, which were 1.14 and 7.08, respectively, as of December 31, 2020. In addition, the 2018 Credit Facility has certain non-financial covenants, such as covenants regarding indebtedness, investments, and asset dispositions. The Company was in compliance with all covenants as of and for the year ended December 31, 2020.
(c)2018 Powerband Credit Facility
On July 4, 2018, Powerband, one of the Company's subsidiaries, entered into an INR1,300.0 million ($19.0 million) credit facility (“2018 Powerband Credit Facility”) subsequently replacing Powerband's previous outstanding debt. In December 2018, Powerband amended the 2018 Powerband Credit Facility to reallocate and increase its credit limit by INR 100.0 million ($1.4 million), bringing the total 2018 Powerband Credit Facility limit to INR 1,400.0 million ($19.3 million).
The 2018 Powerband Credit Facility is guaranteed by the Parent Company, and certain local assets (carrying amount of $34.7 million as of December 31, 2020) are required to be pledged. Powerband is prohibited from granting liens on its assets without the consent of the lender under the 2018 Powerband Credit Facility. Funding under the 2018 Powerband Credit Facility is not committed and could be withdrawn by the lender with 10 days' notice. Additionally, under the terms of the 2018 Powerband Credit Facility, Powerband's debt to net worth ratio (as defined by the 2018 Powerband Credit Facility credit agreement) must

56


be maintained below 3.00. Powerband was in compliance with the debt to net worth ratio (0.02 as of December 31, 2020) as of and for the year ended December 31, 2020.
As of December 31, 2020, the 2018 Powerband Credit Facility consisted of an INR 375.0 million ($5.1 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 Indian Marginal Cost-Lending Rate ("IMCLR").
Additionally, the 2018 Powerband Credit Facility previously included an INR 960.0 million ($13.1 million) demand term loan (“2018 Powerband Demand Term Loan”) and an INR 65.0 million ($0.9 million) term loan ("2018 Powerband Term Loan"), which were restricted for capital projects and bore interest based on the prevailing IMCLR. In September 2020, Powerband repaid the 2018 Powerband Demand Term Loan and 2018 Powerband Term Loan in full and these amounts are not available to be borrowed again in the future. Subsequently, only the 2018 Powerband Working Capital Loan Facility remains outstanding.
As of December 31, 2020, the 2018 Powerband Working Capital Loan Facility’s outstanding balance was INR 46.0 million ($0.6 million). Including INR 176.5 million ($2.4 million) in letters of credit, total utilization under the 2018 Powerband Credit Facility amounted to INR 222.5 million ($3.0 million). The 2018 Powerband Credit Facility's unused availability as of December 31, 2020 amounted to INR 152.5 million ($2.1 million), composed of uncommitted funding.
USD amounts presented above are translated from INR and are impacted by fluctuations in the USD and INR exchange rates.
(d)2018 Capstone Credit Facility
On February 6, 2018, Capstone, one of the Company's subsidiaries, entered into an INR 975.0 million ($15.0 million) credit facility ("2018 Capstone Credit Facility"). The 2018 Capstone Credit Facility consists of an INR 585.0 million ($9.0 million) term loan facility ("Capstone Term Loan Facility") for financing capital expenditures and INR 390.0 million ($6.0 million) working capital facility ("Capstone Working Capital Facility") and bears interest based on the prevailing IMCLR. Any repayments of borrowings under the Capstone Term Loan Facility are not available to be borrowed again in the future. The Capstone Working Capital Facility matures in August 2021. Portions of term loans borrowed under the Capstone Term Loan Facility matured in September 2020, with the remainder of the term loan maturing in June 2023. Funding under the Capstone Term Loan Facility is committed, while the Capstone Working Capital Facility is uncommitted. Borrowings under the 2018 Capstone Credit Facility are guaranteed by the Parent Company and are otherwise unsecured.
As of December 31, 2020, the 2018 Capstone Credit Facility credit limit was INR 975.0 million ($13.3 million). The Capstone Term Loan Facility had an outstanding balance of INR 564.1 million ($7.7 million), and the Capstone Working Capital Facility outstanding balance was INR 204.6 million ($2.8 million) for a total gross outstanding amount of INR 768.7 million ($10.5 million). Total utilization under the 2018 Capstone Credit Facility amounted to INR 768.7 million ($10.5 million). As of December 31, 2020, the 2018 Capstone Credit Facility's unused availability was INR 185.4 million ($2.5 million), composed entirely of uncommitted funding.
USD amounts presented above are translated from INR and are impacted by fluctuations in the USD and INR exchange rates.
(e)Partially forgivable government loans
In August 2015, one of the Company’s wholly-owned subsidiaries entered into a partially forgivable loan with the Agencia para Investmento Comercio Externo de Portugal, EPE ("AICEP"), the Portuguese agency for investment and external trade, as part of financing a capital expansion project.
Based on the terms of the agreement, up to 50% of the loan could be forgiven as long as certain conditions were met, namely satisfying certain 2019 targets, including financial metrics and headcount additions, to be confirmed and communicated after the conclusion of the project. The Company had determined there was reasonable assurance that the forgiveness requirements would be satisfied and as a result €2.1 million ($2.4 million) was reclassified to deferred income in other liabilities as of December 31, 2019. On February 11, 2021, the AICEP formally approved for 45% of the original cash proceeds borrowed to be forgiven.

The partially forgivable loan is non-interest bearing with semi-annual installments of principal initially due from July 2018 through January 2024. However, as of July 2020, the remaining payments were rescheduled to one year later than initially agreed, based on a decision taken by AICEP due to COVID-19, and as such, final payment is now due in January 2025.

57


To reflect the benefit of the interest-free status, the loan was discounted to its estimated fair value using a discount rate of 1.25% which reflects the borrowing cost of the Company’s wholly-owned subsidiary.
The loan had an outstanding balance of €3.6 million ($4.4 million) as of December 31, 2020 and €3.9 million ($4.4 million) as of December 31, 2019. The difference between the gross proceeds and the fair value of the loan, which totalled €1.4 million ($1.7 million) as of December 31, 2020 (€1.7 million ($1.9 million) as of December 31, 2019) is the amount reclassified based on the Company's determination that the forgiveness requirements were satisfied and the benefit derived from the interest-free loan which are both recognized as deferred income in other liabilities until the assets are placed into service. When the capital expansion assets are placed into service, the deferred income is recognized in earnings through cost of sales on a systematic basis over the related assets’ useful lives. The unamortized deferred income is €1.9 million ($2.3 million) as of December 31, 2020 (€2.0 million ($2.2 million) as of December 31, 2019) and is included in the Company's consolidated balance sheet in the caption other liabilities.
In February 2018, the same subsidiary entered into a second partially forgivable loan with the AICEP to finance an additional capital expansion project. Based on the terms of the agreement, up to 60% of the loan could be forgiven in 2022 as long as certain conditions were met, namely satisfying certain 2021 targets, including financial metrics and headcount additions. The partially forgivable loan is non-interest bearing and semi-annual installments of principal are due from December 2020 through June 2026.
To reflect the benefit of the interest-free status, the loan was discounted to its estimated fair value using a discount rate of 1.25% which reflects the borrowing cost of the Company’s wholly-owned subsidiary. The loan had an outstanding balance of €3.1 million ($3.8 million) as of December 31, 2020 and €2.4 million ($2.7 million) as of December 31, 2019. The difference between the gross proceeds and the fair value of the loan, which totalled €2.9 million ($3.6 million) as of December 31, 2020 and €2.3 million ($2.5 million) as of December 31, 2019 is the benefit derived from the interest-free loan and is recognized as deferred income. When the capital expansion assets are placed into service, the deferred income is recognized in earnings through cost of sales on a systematic basis over the related assets’ useful lives. The unamortized deferred income is €0.2 million ($0.2 million) as of December 31, 2020 and 2019 and is included in the Company's consolidated balance sheet in the caption other liabilities.
Imputed interest expense is recorded over the life of the loans so that at the end of the loan periods the amounts to be reimbursed will equal the nominal amounts. Interest expense of less than $0.1 million was recognized on these loans during the years ended December 31, 2020 and 2019.
USD amounts presented above are translated from Euros and are impacted by fluctuations in the USD and Euro exchange rates.
(f)     Refer to Note 15 for more information regarding lease liabilities.

(g)     Term and other loans

One of the Company’s wholly-owned subsidiaries has a short-term credit line for up to €2.5 million ($3.1 million) for the purpose of financing a capital expansion project. No amounts were outstanding under the short-term credit line as of December 31, 2020. As of December 31, 2019, €0.7 million ($0.8 million) of the short-term credit line was utilized. The credit line bears interest at the rate of the twelve-month Euro Interbank Offered Rate with a floor of 0% plus a premium (75 basis points as of December 31, 2020 and 2019). The short-term credit line matures in September 2021 and is renewable annually, with interest due quarterly and billed in arrears.

In February 2020, one of the Company’s wholly-owned subsidiaries entered into a loan for less than €0.1 million (less than $0.1 million) for the purchase of a vehicle. The loan is repaid in annual installments until February 2024. Amounts repaid on the loan are not available to be borrowed again in the future. As of December 31, 2020, the loan's outstanding principal balance amounted to less than €0.1 million (less than $0.1 million).



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Reconciliation of liabilities arising from financing activities

The changes in the Company’s liabilities arising from financing activities can be classified as follows:
Borrowings,
non-current
(excluding lease liabilities)
Borrowings,
current
(excluding lease liabilities)
Lease liabilitiesTotal
$$$$
Balance as of December 31, 2018481,325 12,948 5,712 499,985 
Cash flows:
Proceeds104,169 86,504  190,673 
Repayments(136,403)(83,290)(6,209)(225,902)
Debt issuance costs (70)  (70)
Non-cash:
Operating lease liabilities recognized under IFRS 16 as of January 1, 2019— — 31,484 31,484 
Lease additions— — 13,748 13,748 
Lease disposals— — (213)(213)
Amounts forgiven under forgivable government loans (1)
(2,424) — (2,424)
Amortization of debt issuance costs1,194  — 1,194 
Foreign exchange and other197 (96)234 335 
Reclassification(4,169)4,169   
Balance as of December 31, 2019443,819 20,235 44,756 508,810 
Borrowings,
non-current
(excluding lease liabilities)
Borrowings,
current
(excluding lease liabilities)
Lease liabilitiesTotal
$$$$
Balance as of December 31, 2019443,819 20,235 44,756 508,810 
Cash flows:
Proceeds234,972 67,059  302,031 
Repayments(248,903)(70,397)(6,581)(325,881)
Non-cash:
Lease additions— — 4,064 4,064 
Lease disposals— — (203)(203)
Other non-cash additions57  — 57 
Amortization of debt issuance costs1,210  — 1,210 
Foreign exchange and other(80)(130)86 (124)
Reclassification(2,364)2,364   
Balance as of December 31, 2020428,711 19,131 42,122 489,964 

(1)Refer to partially forgivable government loans discussed above.
15 - LEASE LIABILITIES
The Company has building leases for office space for corporate and shared service functions, manufacturing facilities and warehouse space for inventory, manufacturing equipment leases (e.g. forklifts, tractor trailers, and storage containers) and automobile leases. Refer to Note 9 for additional information regarding right-of-use-assets.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. Leases are either non-cancellable or may only be cancelled by

59


incurring a termination fee. Some leases contain an option to purchase the underlying leased asset outright at the end of the lease, or to extend the lease for an additional term. For leases of office buildings and manufacturing facilities the Company must keep the properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company must insure items of property, plant and equipment and incur maintenance fees on such items in accordance with the lease contracts.

Lease liabilities are presented in the consolidated balance sheet under the caption borrowings and lease liabilities current and non-current as follows:
December 31, 2020December 31, 2019
$$
Lease liabilities (current)7,088 6,084 
Lease liabilities (non-current)35,034 38,672 
42,122 44,756 

Interest expense relating to payments on lease liabilities was approximately $2.7 million and $2.6 million for the years ended December 31, 2020 and 2019, respectively, and is included in interest expense under the caption finance costs (income) in earnings.

As of December 31, 2020, the Company's leases fall into the following categories, by class of right-of-use asset:
Count of leasesBuildingsManufacturing equipmentFurniture, office equipment and otherTotal right-of-use assets
Right-of-use assets leased35 95 54 184 
Leases with extension options21 42 2 65 
Extension options reasonably certain to exercise11   11 
Leases with options to purchase1 7 8 16 
Purchase options reasonably certain to exercise1 5  6 
Leases with variable payments linked to an index 30  30 
Leases with termination options, none of which are reasonably certain to exercise6  1 7 

Lease terms on the Company's leasing activities by class of right-of-use asset recognized on the balance sheet are as follows:
BuildingsManufacturing equipmentFurniture, office equipment and other
Range of remaining term
2-168 months
3-96 months
1-52 months
Average remaining lease term
54 months
26 months
18 months

Rent expense relating to payments not included in the measurement of lease liabilities was approximately $1.8 million and $3.4 million for the years ended December 31, 2020 and 2019, respectively, and is composed of the following:
December 31, 2020December 31, 2019
$$
Short-term leases826 2,298 
Leases of low value assets81 70 
Variable lease payments850 1,025 
1,757 3,393 

Refer to the Liquidity section of Note 24 for the disclosure of minimum lease liabilities due.


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As of December 31, 2020, the Company had commitments of $1.7 million, respectively, for short-term leases and leases of furniture, office equipment and other which had not yet commenced.

Total cash outflow for leases for the twelve months ended December 31, 2020 and 2019 was $11.0 million and $12.1 million, respectively.
16 - PROVISIONS AND CONTINGENT LIABILITIES
The Company’s current known provisions and contingent liabilities consist of environmental and restoration obligations, termination benefits and litigation.

The reconciliation of the Company’s provisions is as follows:
EnvironmentalRestorationTermination
benefits and other
LitigationTotal
 $$$$$
Balance as of December 31, 20181,829 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 differences6 18 10  34 
Balance as of December 31, 20191,524 1,586 961 764 4,835 
Amount presented as current84 50 868 764 1,766 
Amount presented as non-current1,440 1,536 93  3,069 
Balance as of December 31, 20191,524 1,586 961 764 4,835 
 
Additional provisions 80 4,162 258 4,500 
Provisions through business acquisitions   100 100 
Amounts used(127) (2,654)(8)(2,789)
Amounts reversed  (52) (52)
Net foreign exchange differences 10 48  58 
Balance as of December 31, 20201,397 1,676 2,465 1,114 6,652 
Amount presented as current819 50 2,370 983 4,222 
Amount presented as non-current578 1,626 95 131 2,430 
Balance as of December 31, 20201,397 1,676 2,465 1,114 6,652 

The environmental provision activity during the year ended December 31, 2020, as well as the remaining balance at December 31, 2020, is primarily related to the Columbia, South Carolina facility. The environmental provision activity during the year ended December 31, 2019 pertains primarily to the post-closure activities of the Columbia, South Carolina, Johnson City, Tennessee and Montreal, Quebec manufacturing facilities.
The restoration provision pertains to leases at manufacturing facilities where the Company is obligated to restore the leased properties to the same condition that existed at the lease commencement date. The estimated expenses will not be incurred until the end of the lease terms which, is not in the next twelve months, and only occurs if the lease is not renewed.
Termination benefit activity during the year ended December 31, 2020 relates primarily to employee restructuring initiatives in response to COVID-19 uncertainties. Termination benefits activity during the year ended December 31, 2019 relate primarily to initiatives associated with acquisition integration efforts and the closures of the Montreal, Quebec and Johnson City, Tennessee manufacturing facilities. Refer to Note 4 for additional information on manufacturing facility closures, restructuring and other related charges.
The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all of the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after

61


consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as of December 31, 2020.
As of December 31, 2020, and 2019, no reimbursements are expected to be received by the Company for any of the provided amounts and there were no contingent assets at any of the financial statement reporting dates covered by these consolidated financial statements.
17 - OTHER LIABILITIES

Other liabilities are composed of the following for the years ended:
December 31,
2020
December 31,
2019
 $$
Deferred compensation (1)
3,943 4,049 
Deferred income on partially forgivable government loans (2)
2,525 2,412 
Interest rate swap agreements (3)
4,025 1,339 
Deferred social security tax (4)
3,239  
Other1,034 500 
14,766 8,300 

(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 partially forgivable government loans.
(3)Refer to Note 24 for additional information regarding the fair value of interest rate swap agreements.
(4)The Coronavirus, Aid, Relief and Economic Security Act enacted in 2020 allows employers to defer until a future period the deposit and payment of the employer's share of Social Security taxes in the United States. The amount herein represents the long-term portion of these deferred payroll taxes with the short-term portion recorded on the Company’s consolidated balance sheet under the caption accounts payable and accrued liabilities.
18 - CAPITAL STOCK
Authorized
The Company is authorized to issue an unlimited number of common shares without par value.
Class “A” preferred shares, issuable in series, rank in priority to the common shares with respect to dividends and return of capital on dissolution. The Board of Directors is authorized to fix, before issuance, the designation, rights, privileges, restrictions and conditions attached to the shares of each series. No Class A preferred shares have been issued.
Common Shares
The Company’s common shares outstanding as of December 31, 2020 and 2019, were 59,027,047 and 59,009,685, respectively.

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Dividends
Cash dividends paid to shareholders are as follows for each of the years in the three-year period ended December 31, 2020:
Declared DatePaid datePer common
share
amount
Shareholder
record date
Common
shares issued
and
outstanding
Aggregate
payment (1)
March 7, 2018March 30, 2018$0.14 March 20, 201858,807,410$8,333 
May 9, 2018June 29, 2018$0.14 June 15, 201858,817,410$8,140 
August 10, 2018September 28, 2018$0.14 September 14, 201858,817,410$8,214 
November 7, 2018December 28, 2018$0.14 December 14, 201858,867,410$8,089 
March 12, 2019March 29, 2019$0.14 March 22, 201958,665,310$8,189 
May 8, 2019June 28, 2019$0.14 June 14, 201958,877,185$8,352 
August 7, 2019September 30, 2019$0.1475 September 16, 201958,877,185$8,709 
November 8, 2019December 30, 2019$0.1475 December 16, 201958,939,685$8,742 
March 12, 2020March 31, 2020$0.1475 March 23, 202059,009,685$8,807 
May 12, 2020June 30, 2020$0.1475 June 15, 202059,009,685$8,651 
August 12, 2020September 30, 2020$0.1475 September 15, 202059,009,685$8,574 
November 11, 2020December 31, 2020$0.1575 December 16, 202059,019,546$9,354 
(1)Aggregate dividend payment amounts presented in the table above are adjusted for the impact of foreign exchange rates on cash payments to shareholders.
Share Repurchases
On July 23, 2020, the Company renewed its normal course issuer bid ("NCIB"), under which it is permitted to repurchase for cancellation up to 4,000,000 common shares of the Company at prevailing market prices during the twelve-month period ending July 22, 2021. As of December 31, 2020 and March 11, 2021, 4,000,000 shares remained available for repurchase under the NCIB. The Company's two previous NCIBs, which each allowed repurchases for cancellation up to 4,000,000 common shares, expired on July 22, 2020 and July 22, 2019, respectively. There were no share repurchases during the year ended December 31, 2020 and 2019.
Information regarding share repurchases during the year ended December 31, 2018 is presented in the table below as of:
 December 31,
2018
Common shares repurchased217,100 
Average price per common share including commissionsCDN$ 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.
Stock options
The Company's prior Executive Stock Option Plan ("ESOP"), which was adopted in 1992 and last ratified on June 4, 2015, elapsed on June 4, 2018. In accordance with the TSX rules, no further grants of stock options have been made under the prior ESOP since June 4, 2018. On March 12, 2019, the Board of Directors adopted a new Executive Stock Option Plan ("2019 ESOP") and on June 6, 2019, shareholders approved the 2019 ESOP at the Company's Annual Meeting of Shareholders.
2019 ESOP (approved on June 6, 2019)
Stock options outstanding under the 2019 ESOP are equity-settled and expire no later than ten years after the date of the grant and can be used only to purchase stock and may not be redeemed for cash. Stock options may be granted only to employees and consultants of the Company and its subsidiaries and will vest based on the vesting schedule determined at the discretion of the Board of Directors. All stock options that have been granted under the 2019 ESOP vest one-third on each of the first three anniversaries of the date of grant.

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Prior ESOP (elapsed on June 4, 2018)
Stock options outstanding under the prior ESOP are equity-settled and expire no later than ten years after the date of the grant and can be used only to purchase stock and may not be redeemed for cash. Stock options granted to key employees and executives vest one-third on each of the first three anniversaries of the date of grant. Stock options granted to directors who are not officers of the Company vest 25% on the grant date and 25% on each of the first three anniversaries of the date of grant.
All stock options granted, under both plans described above, were granted at a price determined and approved by the Board of Directors, which cannot be less than the closing price of the Company's common shares on the TSX for the day immediately preceding the effective date of the grant.
The changes in number of stock options outstanding were as follows for each of the years in the three-year period ended December 31, 2020:
 202020192018
 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 year16.49 1,010,901 14.59 1,009,793 12.29 834,375 
Granted7.94 1,533,183 17.54 392,986 21.76 242,918 
Exercised19.94 (17,362)12.34 (359,375)12.04 (67,500)
Forfeited12.34 (77,500)15.85 (32,503)  
Balance, end of year11.25 2,449,222 16.49 1,010,901 14.59 1,009,793 

Shares issued upon exercise of stock options during 2020, 2019 and 2018 had a weighted average fair value per share at exercise of $20.11, $13.06 and $14.19, respectively.
The following table summarizes information about stock options outstanding and exercisable for each of the years in the three-year period ended December 31, 2020:
 Options outstandingOptions exercisable
Range of exercise prices (CDN$)NumberWeighted
average
contractual
life (years)
Weighted
average
exercise price
NumberWeighted
average
exercise price
  CDN$ CDN$
December 31, 2020
$7.941,533,183 6.767.94   
$12.04 to $12.55
320,000 2.8212.30 320,000 12.30 
$17.54362,982 5.6717.54 115,994 17.54 
$21.76233,057 4.7121.76 152,084 21.76 
2,449,222 5.8911.25 588,078 15.78 
December 31, 2019
$12.04 to $12.55
397,500 3.1312.30 397,500 12.30 
$17.54
370,483 6.6217.54   
$21.76242,918 5.6121.76 80,973 21.76 
1,010,901 5.0116.49 478,473 13.90 
December 31, 2018
$12.04 to $12.14
386,250 2.1812.05 386,250 12.05 
$12.55 to $14.34
380,625 2.8812.59 380,625 12.59 
$21.76242,918 6.6121.76   
1,009,793 3.5114.59 766,875 12.32 

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The weighted average fair value of stock options granted was estimated using the Black-Scholes option pricing model. The following table summarizes information about the weighted average fair value of stock options granted during each of the years in the three-year period ending December 31, 2020, including the weighted average assumptions used in the model:
December 31, 2020December 31, 2019December 31, 2018
Weighted average fair value of stock options granted$0.44$2.21$3.65
Weighted average model assumptions:
Expected life5.5 years4.9 years4.8 years
Expected volatility (1)
34.18 %29.79 %32.09 %
Risk-free interest rate0.75 %1.44 %2.05 %
Expected dividends10.79 %4.27 %3.30 %
Stock price at grant dateCDN$ 7.94CDN$ 17.54CDN$ 21.76
Exercise price of awardsCDN$ 7.94CDN$ 17.54CDN$ 21.76
Foreign exchange rate USD to CDN1.45261.33801.2809
(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.
Restricted Share Units
On March 7, 2018, the Board of Directors approved the addition of RSUs as an available cash-settled award type. A RSU is a right to receive a cash payment equal to the five trading days VWAP of the Company’s common shares on the TSX immediately preceding a date specified in the grant terms after completion of time-based vesting conditions. The purpose of a RSU is to tie a portion of the value of the compensation of participants to the future value of the Company's common shares. Grants of RSUs to employees of the Company are on a discretionary basis and subject to the Board of Directors’ approval. RSUs accrue dividend equivalents which are paid in cash at the end of the vesting period. A dividend equivalent is calculated as the number of settled RSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date.
The following table summarizes information about RSUs for each of the years in the three-year period ended December 31, 2020:
202020192018
RSUs granted281,326 120,197 113,047 
Weighted average fair value per RSU granted$6.07 $13.74 $16.29 
 RSUs forfeited8,643 7,412 1,228 
The following table summarizes information about RSUs outstanding as of:
December 31,
2020
December 31,
2019
RSUs outstanding497,287 224,604 
Weighted average fair value per RSU outstanding$18.91 $12.67 
Performance Share Units

A PSU is a right that has a value equal to the five trading days VWAP of the Company's common shares on the TSX immediately preceding a date specified in the grant terms. The purpose of a PSU is to tie a portion of the value of the compensation of participants to the future value of the Company's common shares. Grants of PSUs to employees of the Company are on a discretionary basis and subject to the Board of Directors’ approval. PSUs accrue dividend equivalents which are paid in cash at the settlement date. A dividend equivalent is calculated as the number of settled PSUs multiplied by the amount of cash dividends per share declared and paid by the Company between the date of grant and the settlement date.


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Grant details for PSUs granted prior to December 31, 2017:

The number of PSUs granted prior to December 31, 2017 that will be eligible to vest can range from 0% to 150% of the Target Shares ("Target Shares" reflects 100% of the PSUs granted) based on the Company's total shareholder return ("TSR") ranking relative to a specified peer group of companies (the "Peer Group") over the measurement period as outlined in the table below:
TSR Ranking Relative to the Peer GroupPercent of Target Shares Vested
76th percentile or higher150 %
51st-75th percentile100 %
25th-50th percentile 50 %
Less than the 25th percentile 0 %

The performance and vesting period is the period from the date of grant through the third anniversary of the date of grant. The PSUs are expensed over the vesting period.

On August 7, 2019, the Board of Directors amended the terms of the PSU awards granted in 2017 only to modify the performance adjustment factor specific to the TSR ranking relative to the Peer Group over the performance measurement period. The amendment was intended to align the performance adjustment factors with the market practice of interpolating as well as the recent practice of the Company. As amended, the TSR performance adjustment factor is determined as follows (interpolated on a straight-line basis):
TSR Ranking Relative to the Peer GroupPercent of Target Shares Vested
75th percentile or above150 %
50th percentile100 %
25th percentile50 %
Less than the 25th percentile 0 %
Grant details for PSUs granted subsequent to December 31, 2017 and prior to December 31, 2019:
The number of PSUs granted subsequent to December 31, 2017 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:
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.
Grant details for PSUs granted subsequent to December 31, 2019:
The number of PSUs granted subsequent to December 31, 2019 that will be eligible to vest can range from 0% to 175% of the Target Shares as determined by multiplying the number of PSUs awarded by the adjustment factors as follows:
25% based on the Company's TSR ranking relative to the S&P North America SmallCap Materials (Industry Group) Index (the "Index Group") over the measurement period as set out in the table below;
25% 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 ROIC Performance as set out in the table below.

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The relative TSR performance adjustment factor is determined as follows:
TSR Ranking Relative to the Index Group/Peer GroupPercent of Target Shares Vested
90th percentile or higher 200 %
75th percentile150 %
50th percentile100 %
25th percentile 50 %
Less than the 25th percentile 0 %
The ROIC Performance adjustment factor is determined as follows:
ROIC Performance Percent of Target Shares Vested
1st Tier0 %
2nd Tier50 %
3rd Tier100 %
4th Tier150 %
The TSR performance and ROIC Performance adjustment factors between the numbers set out in the two tables above are interpolated on a straight-line basis.
The performance period is the period from January 1st in the year of grant through December 31st of the third calendar year following the date of grant. The PSUs are expensed over the vesting period beginning from the date of grant through February 15th of the fourth calendar year following the date of grant.
The following table summarizes information about PSUs for each of the years in the three-year period ended December 31, 2020:
 202020192018
PSUs granted 694,777 291,905 284,571 
Weighted average fair value per PSU granted$5.59 $14.28 $17.84 
PSUs forfeited/cancelled25,923 23,739 16,053 
PSUs cancelled by performance factor (1)
346,887 401,319 2,125 
PSUs settled  335,465 
Weighted average fair value per PSU settled$ $ $15.87 
Cash payment on settlement$ $ $5,863 
(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 DateDate SettledTarget SharesPerformancePSUs settled
March 14, 2015March 21, 2018217,860 100 %217,860 
May 14, 2015May 22, 2018115,480 100 %115,480 
May 20, 2015May 28, 20184,250 50 %2,125 
March 21, 2016March 21, 2019371,158  % 
December 20, 2016December 20, 201930,161  % 
March 20, 2017March 20, 2020346,887  % 

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The weighted average fair value of PSUs granted in the three-year period ended December 31, 2020 were based 50% on the VWAP of the Company's common shares on the TSX for the five trading days immediately preceding the grant date and 50% based on a Monte Carlo simulation model implemented in a risk-neutral framework considering the assumptions presented in the following table:
 202020192018
5 day VWAP at grant dateCDN$ 8.63CDN$ 18.31CDN$ 21.22
Monte Carlo simulation model assumptions:
Expected life3 years3 years3 years
Expected volatility (1)
36 %25 %30 %
US risk-free interest rate0.3 %2.36 %2.43 %
Canadian risk-free rate0.59 %1.6 %1.96 %
Expected dividends (2)
CDN$ 0.00CDN$ 0.00CDN$ 0.00
Performance period starting price (3)
CDN$ 16.25CDN$ 16.36CDN$ 21.13
Stock price as of estimation date CDN$ 7.24CDN$ 18.06CDN$ 20.59

(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 and paid 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 date.
The following table summarizes information about PSUs outstanding as of:
December 31,
2020
December 31,
2019
PSUs outstanding1,223,053 901,086 
Weighted average fair value per PSU outstanding$28.53 $8.09 
Based on the Company’s performance adjustment factors as of December 31, 2020, the number of PSUs earned if all of the outstanding awards were to be settled at December 31, 2020, would be as follows:
Grant DatePerformance
March 21, 2018155.7 %
March 21, 2019138.2 %
March 23, 2020168.7 %
Deferred Share Unit Plan
DSUs are granted to non-executive directors as a result of an annual grant, in lieu of dividends and/or in lieu of cash for semi-annual directors’ fees and must be retained until the director leaves the Company’s Board of Directors. The purpose of a DSU is to tie a portion of the value of the compensation of non-executive directors to the future value of the Company's common shares. A DSU is a right that has a value equal to the five trading days VWAP of the Company's common shares on the TSX immediately preceding a date specified in the grant terms.
The following table summarizes information about DSUs for each of the years in the three-year period ended December 31, 2020:
202020192018
DSUs granted115,114 72,434 69,234 
Weighted average fair value per DSU granted$10.26 $13.83 $14.75 
 DSUs settled  37,668 
Weighted average fair value per DSU settled$ $ $14.50 
Cash payments on DSUs settled$ $ $546 

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The following table summarizes information about DSUs outstanding as of:
December 31,
2020
December 31,
2019
DSUs outstanding386,541 271,427 
Weighted average fair value per DSU outstanding$18.91 $12.67 
Stock Appreciation Rights
SAR awards are for directors, executives and other designated employees of the Company. A SAR is a right to receive a cash payment equal to the difference between the base price of the SAR and the market value of a common share of the Company on the TSX on the date of exercise. SARs are settled only in cash and expire no later than ten years after the date of the grant. All SARs are granted at a price determined and approved by the Board of Directors, which is the closing price of the common shares of the Company on the TSX on the trading day immediately preceding the day on which a SAR is granted. SARs granted to employees and executives will vest and may be exercisable 25% per year over four years. SARs granted to directors who are not officers of the Company will vest and may be exercisable 25% on the grant date, and a further 25% will vest and may be exercisable per year over three years. SARs were granted only in 2012 with a base price of CDN$7.56.
There were no SARs outstanding as of and since December 31, 2018. The SAR Plan was terminated in 2020.
The following table summarizes information regarding SARs activity for the year ended December 31, 2018:
2018
SARs exercised147,500 
Cash payments on exercise$1,481 

Summary of Share-based Compensation Expense and Share-based Compensation Liabilities
The following table summarizes share-based compensation expense (benefit) recorded in earnings in SG&A for each of the years in the three-year period ended December 31, 2020:
202020192018
$$$
Stock options738 701 467 
PSUs14,829 (2,057)866 
DSUs3,819 914 230 
RSUs3,493 943 448 
SARs  (97)
22,879 501 1,914 

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The following table summarizes share-based liabilities recorded in the consolidated balance sheets for the years ended:
December 31,
2020
December 31,
2019
Share-based compensation liabilities, current$$
PSUs (1)
8,446 1,291 
DSUs (2)
7,354 

3,457 
RSUs1,969 200 
17,769 4,948 
Share-based compensation liabilities, non-current
PSUs (1)
10,743 3,055 
RSUs2,921 1,192 
13,664 4,247 

(1)     Includes dividend equivalents accrued on awards.
(2)    Includes dividend equivalent grants.

Change in Contributed Surplus
The following table summarizes the activity in the consolidated changes in equity under the caption contributed surplus for each of the years in the three-year period ended December 31, 2020:
202020192018
 $$$
Change in excess tax benefit on exercised share-based awards (38)(7)
Change in excess tax benefit on outstanding share-based awards5,306 21 (737)
Share-based compensation expense credited to capital on options exercised(50)(976)(179)
Share-based compensation expense for stock options738 701 467 
Increase (decrease) in contributed surplus5,994 (292)(456)
19 - BUSINESS ACQUISITION
Nortech Packaging Acquisition
On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (together "Nortech") for an aggregate purchase price of $46.5 million, net of cash balances acquired ("Nortech Acquisition"). This amount includes potential earn-out consideration of up to $12.0 million, contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date. Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value. The initial purchase price amount paid was financed using funds available under the Company's revolving credit facility.
Nortech manufactures, assembles and services automated packaging machines under the Nortech Packaging and Tishma Technologies brands. The acquisition expands the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging.
Excluding working capital adjustments, cash balances acquired and the contingent consideration noted above, the purchase price was $36.5 million. As of December 31, 2020, the former owners of Nortech have in escrow approximately $4.7 million related to customary representations, warranties and covenants in the asset purchase agreement, which contains customary indemnification provisions. The transaction is being accounted for using the acquisition method of accounting.

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The net cash consideration paid on the closing date for the acquisition described above was as follows:
February 11, 2020
 $
Consideration paid in cash36,188 
Estimated fair value of contingent consideration (1)
10,806 
Consideration transferred46,994 
Less: cash balances acquired484 
Consideration transferred, net of cash acquired46,510 
(1)The gross contractual contingent consideration amount of $12.0 million is included in the gross consideration total at its net present value when the contingency was entered into on the date of acquisition, which is discounted over two years using a discount rate of 5.38%. As of December 31, 2020, management continues to believe that the absence of any future payment toward the contingent consideration obligation is probable due to the macroeconomic events and uncertainty related to the COVID-19 pandemic that have transpired since the date of the acquisition. Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value.
The fair values of net identifiable assets acquired at the date of acquisition were as follows:
February 11, 2020
 $
Current assets
Cash484 
     Trade receivables (1)
2,749 
     Inventories5,123 
     Other current assets199 
Property, plant and equipment921 
Intangible assets21,519 
30,995 
Current liabilities
     Accounts payable and accrued liabilities9,493 
     Borrowings and lease liabilities, current143 
Borrowings and lease liabilities, non-current5 
9,641 
Fair value of net identifiable assets acquired21,354 
(1)The gross contractual amounts receivable were $3.2 million. As of December 31, 2020, the Company has collected approximately $2.9 million of the outstanding trade receivables, with $0.3 million expected to remain uncollected.
The fair value of goodwill at the date of acquisition was as follows:
February 11, 2020
 $
Consideration transferred 46,994 
Less: fair value of net identifiable assets acquired21,354 
Goodwill25,640 
Goodwill recognized is primarily related to growth expectations, revenue synergies, and expected future profitability. The Company expects all of the recorded goodwill to be deductible for income tax purposes.
The Nortech Acquisition’s impact on the Company’s consolidated earnings was as follows:
February 12 through December 31, 2020
 $
Revenue11,674 
Net loss2,103 

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Had the Nortech Acquisition been effective as of January 1, 2020, the impact on the Company’s consolidated earnings would have been as follows:
Twelve Months Ended December 31, 2020
 $
Revenue16,424 
Net loss1,332 
The Company's acquisition-related costs of $0.8 million are excluded from the consideration transferred. Approximately $0.1 million and $0.7 million of these costs are included in the Company’s consolidated earnings, primarily in selling, general and administrative expenses for the years ended December 31, 2020 and 2019, respectively.
20 - PENSION, POST-RETIREMENT AND OTHER LONG-TERM EMPLOYEE BENEFIT PLANS
The Company has several contributory and non-contributory defined contribution plans and defined benefit plans for substantially all its employees in Canada and the US.
Defined contribution plans
In the US, the Company maintains a savings retirement plan (401(k) Plan) for the benefit of certain employees who have been employed for at least 90 days. Contribution to this plan is at the discretion of the Company. Among investment options available to participants is a common trust fund that holds cash and common shares of the Company. The Company also maintains 401(k) plans according to the terms of certain collective bargaining agreements.
The Company also contributes to multi-employer plans for employees covered by certain collective bargaining agreements.
In Canada, the Company maintains defined contribution pension plans for certain employees and contributes amounts equal to up to 4% of each participant’s eligible salary. Among investment options available to participants is a common trust fund that holds cash and common shares of the Company.
The amount expensed with respect to the defined contribution plans for the years ended December 31, was $6.8 million in 2020, $7.1 million in 2019 and $3.5 million in 2018.
Defined benefit plans
The Company has, in the US, three defined benefit pension plans (hourly and salaried). Benefits for employees are based on compensation and years of service for salaried employees and fixed benefits per month for each year of service for hourly employees.
In Canada, certain non-union hourly employees of the Company are covered by a plan which provides a fixed benefit per month for each year of service.
In the US, the Company provides group health care benefits to certain eligible retired employees. In Canada, the Company provides group health care, dental and life insurance benefits for certain eligible retired employees.
All defined benefit plans described above are closed to new entrants.
Supplementary executive retirement plans
The Company has Supplementary Executive Retirement Plans (“SERPs”) to provide supplemental pension benefits to certain key executives. The SERPs are not funded and provide for an annual pension benefit, from retirement or termination date, in amounts ranging from $0.2 million to $0.6 million, annually.
Other long-term employee benefit plans
In the US, the Company provides a deferred compensation plan to certain employees. Earnings and losses on the deferral and amounts due to the participants are payable based on participant elections. Assets are held in a Rabbi trust and are composed of

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corporate owned life insurance policies. Participant investment selections are used to direct the allocation of funds underlying the corporate owned life insurance policies. As of December 31, 2020 and 2019, the deferred compensation plan assets totalled $5.7 million and $4.0 million, respectively, and are presented in other assets in the consolidated balance sheets. As of December 31, 2020 and 2019, the deferred compensation plan liabilities totalled $5.6 million and $4.0 million, respectively, and are presented in the consolidated balance sheets under the captions accounts payable and accrued liabilities for amounts expected to settle in the next twelve months and other liabilities for amounts not expected to settle in the next twelve months.
Governance and oversight
The defined contribution and defined benefit pension plans sponsored by the Company are subject to the requirements of the Employee Retirement Income Security Act and related legislation in the US and the Canadian Income Tax Act and provincial legislation in Ontario and Nova Scotia. In addition, all actuarial computations related to defined benefit plans are based on actuarial assumptions and methods determined in accordance with the generally recognized and accepted actuarial principles and practices prescribed by the Actuarial Standards Board, the American Academy of Actuaries and the Canadian Institute of Actuaries.
Minimum funding requirements are computed based on methodologies and assumptions dictated by regulation in the US and Canada. The Company’s practice is to fund at least the statutory minimum required amount for each defined benefit plan’s plan year. However, the Company may make additional discretionary contributions as deemed necessary.
The Company’s Retirement Plans Committee, composed of management and benefits personnel, makes investment decisions for the Company’s pension plans. The asset liability matching strategy of the pension plans and plan asset performance is reviewed at least semi-annually in terms of risk and return profiles with external investment management advisors, actuaries and plan trustees. The Committee, together with external investment management advisors, actuaries and plan trustees, has established a target mix of equity, fixed income, and alternative securities based on funded status level and other variables of each defined benefit plan.
The assets of the funded or partially funded defined benefit pension plans are held separately from those of the Company in funds under the control of trustees.
Information Relating to the Various Benefit Plans
A reconciliation of the defined benefit obligations and plan assets is presented in the table below for the years ended:
 Pension plansOther plans
 December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
 $$$$
Defined benefit obligations
Balance, beginning of year91,148 80,696 2,907 2,780 
Current service cost1,132 1,036 62 60 
Interest cost2,701 3,228 80 106 
Benefits paid(4,456)(5,476)(78)(70)
Actuarial (gains) losses from demographic assumptions(666)(542)(4)17 
Actuarial losses from financial assumptions9,561 10,924 105 209 
Experience losses (gains)282 692 (88)(273)
Foreign exchange rate adjustment507 590 34 78 
Balance, end of year100,209 91,148 3,018 2,907 
Fair value of plan assets
Balance, beginning of year79,003 68,578   
Interest income2,297 2,713   
Return on plan assets (excluding amounts included in net interest expense)8,494 11,789   
Contributions by the employer1,051 1,261 78  

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 Pension plansOther plans
 December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
 $$$$
Benefits paid(4,456)(5,476)(78) 
Administration expenses(379)(422)  
Foreign exchange rate adjustment415 560   
Balance, end of year86,425 79,003   
Funded status – deficit13,784 12,145 3,018 2,907 
The defined benefit obligations and fair value of plan assets broken down by geographical locations is as follows for the years ended:
December 31, 2020
USCanadaTotal
$$$
Defined benefit obligations81,883 21,344 103,227 
Fair value of plan assets(69,649)(16,776)(86,425)
Deficit in plans12,234 4,568 16,802 
December 31, 2019
USCanadaTotal
$$$
Defined benefit obligations75,571 18,484 94,055 
Fair value of plan assets(63,877)(15,126)(79,003)
Deficit in plans11,694 3,358 15,052 
The defined benefit obligations for pension plans broken down by funding status are as follows for the years ended:
December 31,
2020
December 31,
2019
 $$
Wholly unfunded13,460 12,187 
Wholly funded or partially funded86,749 78,961 
Total obligations100,209 91,148 
A reconciliation of pension and other post-retirement benefits recognized in the consolidated balance sheets is as follows for the years ended:
December 31,
2020
December 31,
2019
 $$
Pension Plans
Present value of the defined benefit obligations100,209 91,148 
Fair value of the plan assets86,425 79,003 
Deficit in plans13,784 12,145 
Assets recognized in Other assets3,024 1,966 
Liabilities recognized16,808 14,111 
Pension benefits recognized in balance sheets13,784 12,145 
Other plans
Present value of the defined benefit obligations and deficit in the plans3,018 2,907 
Liabilities recognized3,018 2,907 
Total plans
Total assets recognized in Other assets3,024 1,966 
Total liabilities recognized19,826 17,018 
Total pension and other post-retirement benefits recognized in balance sheets16,802 15,052 

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The composition of plan assets based on the fair value was as follows for the years ended:
December 31,
2020
December 31,
2019
 $$
Asset category
Cash78 110 
Equity instruments14,838 13,753 
Fixed income instruments71,509 65,140 
Total86,425 79,003 
Approximately 100% of equity and fixed income instruments as of December 31, 2020 and 2019, respectively, were held in mutual funds or pooled separate accounts valued at net asset value ("NAV") provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Units of participation in pooled separate accounts invested in mutual funds and common stock, are valued based on the NAV of the underlying investments held in the pooled separate accounts at year-end. None of the benefit plan assets were invested in any of the Company’s own equity or financial instruments or in any property or other asset that was used by the Company.
The following tables present the defined benefit expenses recognized in consolidated earnings for each of the years in the three-year period ended December 31, 2020:
Pension plansOther plans
202020192018202020192018
$$$$$$
Current service cost1,132 1,036 1,193 62 60 44 
Administration expenses379 422 611    
Net interest expense404 515 814 80 106 106 
Net costs recognized in the statement of consolidated earnings1,915 1,973 2,618 142 166 150 
Total plans
202020192018
$$$
Current service cost1,194 1,096 1,237 
Administration expenses379 422 611 
Net interest expense484 621 920 
Net costs recognized in the statement of consolidated earnings2,057 2,139 2,768 
The table below presents the defined benefit liability or asset remeasurement recognized in OCI for each of the years in the three-year period ended December 31, 2020:
Pension plansOther plans
202020192018202020192018
$$$$$$
Actuarial gains (losses) from demographic assumptions666 542 163 4 (17)(21)
Actuarial (losses) gains from financial assumptions(9,561)(10,924)5,186 (105)(209)210 
Experience (losses) gains(282)(692)(266)88 273 113 
Return on plan assets (excluding amounts included in net interest expense)8,494 11,789 (2,369)   
Total amounts recognized in OCI(683)715 2,714 (13)47 302 
The Company currently expects to contribute a total of $1.1 million to its defined benefit pension plans and $0.3 million to its health and welfare plans in 2021.
The weighted average duration of the defined benefit obligations as of December 31, 2020 and 2019 is 13 years for US plans and 18 years for Canadian plans, for both periods.

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The significant weighted average assumptions which were used to measure defined benefit obligations are as follows for the years ended:
US plansCanadian plans
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
Discount rate
Pension plans (end of the year) (1)
2.15 %2.98 %2.55 %3.15 %
Pension plans (current service cost) (2)
3.10 %4.13 %3.20 %4.10 %
Other plans (end of the year) (1)
1.65 %2.60 %2.55 %3.15 %
Other plans (current service cost) (2)
2.82 %3.91 %3.20 %4.10 %
Life expectancy at age 65 (in years) (3)
Current pensioner - Male19202222
Current pensioner - Female21222525
Current member aged 45 - Male21212323
Current member aged 45 - Female23232626
(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.

Significant actuarial assumptions for defined benefit obligation measurement purposes are the discount rate and mortality rate. The sensitivity analysis below has been determined based on reasonably possible changes in the assumptions, in isolation from one another, occurring at the end of the reporting period. This analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the assumptions would occur in isolation from one another as some of the assumptions may be correlated. An increase or decrease of 1% in the discount rate or an increase or decrease of one year in mortality rate would result in the following increase (decrease) in the defined benefit obligations:
December 31,
2020
December 31,
2019
$$
Discount rate
Increase of 1%(12,590)(11,157)
Decrease of 1%15,637 13,812 
Mortality rate
Life expectancy increased by one year3,491 2,891 
Life expectancy decreased by one year(3,588)(3,155)

21 - SUPPLEMENTAL DISCLOSURES BY GEOGRAPHIC LOCATION AND PRODUCT LINE
The following table presents geographic information about revenue attributed to countries based on the location of external customers for each of the years in the three-year period ended December 31, 2020:
202020192018
 $$$
Revenue
Canada119,287 104,842 96,434 
Germany25,387 26,082 24,361 
United States966,729 923,239 834,989 
Other101,625 104,356 97,235 
Total revenue1,213,028 1,158,519 1,053,019 

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The following table presents geographic information about long-lived assets by country based on the location of the assets for the years ended:
December 31,
2020
December 31,
2019
$$
Property, plant and equipment
Canada34,984 36,855 
India54,518 57,857 
Portugal24,720 23,880 
United States300,950 296,719 
Other42  
Total property, plant and equipment415,214 415,311 
Goodwill
Canada12,309 12,032 
India26,905 27,606 
United States93,680 68,039 
Total goodwill132,894 107,677 
Intangible assets
Canada13,167 13,595 
India12,389 15,530 
United States98,718 85,924 
Total intangible assets124,274 115,049 
Other assets
Canada165 205 
India192 22 
Portugal 34 33 
United States12,919 10,258 
Total other assets13,310 10,518 
The following table presents revenue information based on revenues for the following product categories and their complementary packaging systems for each of the years in the three-year period ended December 31, 2020:
202020192018
 $$$
Revenue
Tape713,781 666,571 672,856 
Film181,180 184,398 184,743 
Engineered coated products159,933 162,955 126,973 
Protective packaging152,710 135,605 57,070 
Other5,424 8,990 11,377 
1,213,028 1,158,519 1,053,019 

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22 - RELATED PARTY TRANSACTIONS
The Company’s key personnel include all non-executive directors on the Board (ten in 2020, eight in 2019 and seven in 2018) and senior executive level members of management (eight in 2020, six in 2019 and 2018). Key personnel remuneration includes the following expenses for each of the years in the three-year period ended December 31, 2020:
202020192018
 $$$
Short-term benefits including employee salaries and bonuses and director retainer and committee fees8,845 6,124 5,080 
Post-employment and other long-term benefits593 604 205 
Share-based compensation expense (1)
12,894 1,152 1,154 
Total remuneration22,332 7,880 6,439 

(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.
23 - COMMITMENTS
Commitments Under Service Contracts
The Company entered into a five-year electricity service contract for one of its manufacturing facilities on May 1, 2016, under which the Company has reduced the overall cost of electricity consumed by the facility and expects to continue to do so until contract expiration. The service contract required the Company to pay for unrecovered power supply costs incurred by the supplier in the event of early termination, declining monthly based on actual service billings to date. As of December 31, 2020, the Company has fulfilled its commitment under the contract and would not be subject to termination penalties in the event of cancellation.
The Company entered into a ten-year electricity service contract for one of its manufacturing facilities on November 12, 2013. The service date of the contract commenced in August 2014. The Company is committed to monthly minimum usage requirements over the term of the contract. The Company was provided installation at no cost and is receiving economic development incentive credits and maintenance of the required energy infrastructure at the manufacturing facility as part of the contract. The credits are expected to reduce the overall cost of electricity consumed by the facility over the term of the contract. Effective August 1, 2015, the Company entered into an amendment lowering the minimum usage requirements over the term of the contract. In addition, a new monthly facility charge has been incurred by the Company over the term of the contract. The Company estimates that service billings will total approximately $1.7 million annually in 2021 through 2023 and $1 million for the total billings expected over the remainder of the contract up to 2024. Certain penalty clauses exist within the electricity service contract related to early cancellation after the service date of the contract. The costs related to early cancellation penalties include termination fees based on anticipated service billings over the term of the contract and capital expense recovery charges. While the Company does not expect to cancel the contract prior to the end of its term, the penalties that would apply to early cancellation could total as much as $2.4 million as of December 31, 2020. This amount is expected to decline annually until the expiration of the contract assuming there are insignificant fluctuations in kilowatt hour peak demand.
The Company has entered into agreements with various utility suppliers to fix certain energy costs, including natural gas, through December 2024 for minimum amounts of consumption at several of its manufacturing facilities. The Company estimates that utility billings will total approximately $7.7 million over the term of the contracts based on the contracted fixed terms and current market rate assumptions. The Company is also required by the agreements to pay any difference between the fixed price agreed to with the utility and the sales amount received by the utility for resale to a third party if the Company fails to meet the minimum consumption required by the agreements. In the event of early termination, the Company is required to pay the utility suppliers the difference between the contracted amount and the current market value of the energy, adjusted for present value, of any future agreed upon minimum usage. Neither party will be liable for failure to perform for reasons of “force majeure” as defined in the agreements.
Commitments to Suppliers
The Company obtains certain raw materials from suppliers under consignment agreements. The suppliers retain ownership of raw materials until the earlier of when the materials are consumed in production or auto billings are triggered based upon maturity. The consignment agreements involve short-term commitments that typically mature within 30 to 60 days of inventory

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receipt and are typically renewed on an ongoing basis. The Company may be subject to fees in the event the Company requires storage in excess of 30 to 60 days. As of December 31, 2020, the Company had on hand $5.9 million of raw material owned by its suppliers.
The Company has entered into agreements with various raw material suppliers to purchase minimum quantities of certain raw materials at fixed rates through December 2021 totaling approximately $9.9 million as of December 31, 2020. Subsequent to December 31, 2020, the Company entered into an agreement with a raw material supplier to purchase raw materials at a fixed rate from September 2021 through December 2022, totaling approximately $7.1 million. The Company is also required by the agreements to pay any storage costs incurred by the applicable supplier in the event the Company delays shipment in excess of 30 days. In the event the Company defaults under the terms of an agreement, an arbitrator will determine fees and penalties due to the applicable supplier. Neither party will be liable for failure to perform for reasons of “force majeure” as defined in the agreements.
The Company currently knows of no event, trend or uncertainty that may affect the availability or benefits of these arrangements now or in the future.
24 - FINANCIAL INSTRUMENTS
Classification and Fair Value of Financial Instruments
The classification of financial instruments, as well as their carrying amounts, are as follows for the years ended:
Amortized costFair value
through
earnings
Derivatives used
for hedging (fair
value through OCI)
$$$
December 31, 2020
Financial assets
Cash16,467   
Trade receivables162,235   
Supplier rebates and other receivables4,627   
Total financial assets183,329   
Financial liabilities
Accounts payable and accrued liabilities (1)
140,011   
Interest rate swap agreements— — 4,025 
Borrowings (2)
447,842   
Non-controlling interest put options 15,758  
Total financial liabilities587,853 15,758 4,025 
December 31, 2019
Financial assets
Cash7,047 — — 
Trade receivables133,177 — — 
Supplier rebates and other receivables3,584 — — 
Total financial assets143,808   
Financial liabilities
Accounts payable and accrued liabilities (1)
115,501 — — 
Interest rate swap agreements— — 1,339 
Borrowings (2)
464,054 — — 
Non-controlling interest put options— 13,634 — 
Total financial liabilities 579,555 13,634 1,339 
 
(1)Excludes employee benefits and taxes payable
(2)Excludes lease liabilities



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Total interest expense (calculated using the effective interest method) for financial assets or financial liabilities that are not at fair value through earnings are as follows for each of the years in the three-year period ended December 31, 2020:
202020192018
 $$$
Interest expense calculated using the effective interest rate method27,243 31,040 19,020 

Hierarchy of financial instruments
The Company categorizes its financial instruments into a three-level fair value measurement hierarchy as follows:
Level 1: The fair value is determined directly by reference to unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2: The fair value is estimated using a valuation technique based on observable market data, either directly or indirectly.
Level 3: The fair value is estimated using a valuation technique based on unobservable data.
The Company ensures, to the extent possible, that its valuation techniques and assumptions incorporate all factors that market participants would consider in setting a price and are consistent with accepted economic methods for pricing financial instruments. There were no transfers between Level 1 and Level 2 in 2020 or 2019.
The carrying amounts of the following financial assets and liabilities are considered a reasonable approximation of fair value given their short maturity periods:
cash
trade receivables
supplier rebates and other receivables
accounts payable and accrued liabilities (excluding employee benefits and taxes payable)
Borrowings (Excluding Lease Liabilities)
The company's borrowings, other than the Senior Unsecured Notes discussed below, consist primarily of variable rate debt. The corresponding fair values are estimated using observable market interest rates of similar variable rate loans with similar risk and credit standing. Accordingly, the carrying amounts are considered to be a reasonable approximation of the fair values.
The fair value of the Company's Senior Unsecured Notes is based on the trading levels and bid/offer prices observed by a market participant. As of December 31, 2020 and 2019, the Senior Unsecured Notes had a carrying value, including unamortized debt issuance cost, of $246.2 million and $245.7 million, respectively, and a fair value of $265.4 million and $264.7 million, respectively.
As of December 31, 2020, and 2019, the Company categorizes its borrowings as Level 2 on the three-level fair value hierarchy.
Refer to Note 14 for additional information on borrowings.
Interest Rate Swap Agreements
The Company measures the fair value of its interest rate swap agreements using discounted cash flows. Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of a reporting period) and contract interest rates, discounted as a rate that reflects the credit risk of various counterparties.
As of December 31, 2020 and 2019, the Company categorizes its interest rate swaps as Level 2 on the three-level fair value hierarchy.
Non-controlling interest put options
The Company is party to a shareholders’ agreement that contains put options, which provide each of the non-controlling interest shareholders of the Company's 55% controlling ownership stake in Capstone with the right to require the Company to purchase their retained interest at a variable purchase price following a five-year lock-in period following the date of acquisition. The agreed-upon purchase price is equal to the fair market valuation as determined through a future negotiation or, as needed, a

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valuation to be performed by an independent and qualified expert at the time of exercise. Finalization of the acquisition resulted in the initial recognition of $10.9 million in present obligations recorded in non-controlling interest put options, and a corresponding reduction of equity on the consolidated balance sheet as of December 31, 2018.
During the years ended December 31, 2020 and 2019, the fair market valuation of the obligation was reassessed by management resulting in a $2.5 million and $3.3 million increase in the liability, respectively, and a corresponding loss recorded in finance costs (income) in other (income) expense, net. As of December 31, 2020 and 2019, the amounts recorded on the consolidated balance sheets for this obligation are $15.8 million and $13.6 million, respectively.
The Company categorizes its non-controlling interest put options as Level 3 of the fair value hierarchy. The Company measures the fair value of its non-controlling interest put options by estimating the present value of future net cash inflows from earnings associated with the proportionate shares that are subject to sale to the Company pursuant to an exercise event. These estimations are intended to approximate the redemption value of the options as indicated in the shareholders’ agreement. The estimation as of December 31, 2020 was calculated using significant unobservable inputs including estimations of undiscounted future annual cash inflows ranging between approximately $1.5 million and $5.0 million. The estimation as of December 31, 2019 was calculated using significant unobservable inputs including estimations of undiscounted future annual cash inflows ranging from $2.0 million and $5.0 million. A discount rate of 11% was used, which the Company believes to be commensurate with the risks inherent in the ownership interest as of December 31, 2020 and 2019. The fair value of the liability is sensitive to changes in projected earnings and thereby, future cash inflows, and the discount rate applied to those future cash inflows, which could have resulted in a higher or lower fair value measurement.
A reconciliation of the carrying amount of non-controlling interest put options follows for the years ended December 31, 2020 and 2019:
Non-controlling interest put options
$
Balance as of December 31, 201810,499 
Foreign exchange(204)
Valuation adjustment made to non-controlling interest put options3,339 
Balance as of December 31, 201913,634 
Foreign exchange(346)
Valuation adjustment made to non-controlling interest put options2,470 
Balance as of December 31, 202015,758 
Contingent Consideration
In connection with the Nortech Acquisition, the Company may be required to pay additional consideration to the former owners of Nortech contingent upon the achievement of certain designated financial metrics following a measurement period as specified in the asset purchase agreement.

The Company categorizes this contingent consideration as Level 3 of the fair value hierarchy, meaning that the fair value is estimated using a valuation technique based on unobservable market data. The Company measures the fair value of its contingent consideration by estimating the present value of probable future net cash outflows from the settlement of the earnout related provisions contained within the asset purchase agreement. These provisions require the Company to pay up to $12.0 million to the former owners of Nortech should the acquired assets generate in excess of certain profit thresholds as defined in the asset purchase agreement, measured over the two-year period following the date of acquisition.

As of the date of the Nortech Acquisition, management deemed it probable that the entire amount of contingent consideration would be paid after the two-year anniversary of the acquisition date, and therefore recorded a $10.8 million financial liability in the opening balance sheet for Nortech, representing the discounted net present value of the $12.0 million potential obligation.

During the second quarter of 2020, however, management concluded that any payment toward this obligation was no longer probable due to the impact of, and macroeconomic events resulting from, COVID-19 and the continued uncertainty surrounding the pandemic. As a result, the Company recorded an adjustment to the related liability in the amount of $11.0 million, with an off-setting gain (net of accretion expense) recorded in finance costs (income) in other (income) expense, net. As of December 31, 2020, management continues to believe that any amount of payment toward this obligation is not probable for the same

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reasons and, therefore, the Company continues to estimate the fair value of the obligation to be nil. The fair value of the contingent consideration will continue to be reassessed at each reporting date with any changes to be recognized in earnings in finance costs (income) in other (income) expense, net.

The fair value estimations as of the date of the acquisition and as of December 31, 2020 were calculated using significant unobservable inputs including estimations of undiscounted future net cash flows (as measured according to the asset purchase agreement) to be generated by Nortech, which management had previously estimated as of the date of the acquisition to be in excess of $12.5 million over the two-year period following the date of acquisition, but now estimates as of December 31, 2020 to be less than $11.8 million, which represents the minimum threshold for the additional consideration payment according to the asset purchase agreement. A discount rate of 5.38% was used in estimating the net present value of the estimated future cash outflows which represents the Company's estimated incremental borrowing rate as of the date of acquisition and through the date of maturity of the obligation. The fair value of the liability is sensitive to changes in projected profits and thereby, future cash outflows, and the discount rate applied to those future cash outflows, which could have resulted in a higher or lower fair value measurement.
A reconciliation of the carrying amount of contingent consideration follows for the year ended December 31, 2020:
Contingent Consideration
$
Balance as of December 31, 2019 
Contingent consideration recorded as a result of the Nortech Acquisition10,806 
Increases resulting from net present value discounting199 
Fair value adjustment recorded in finance costs (income)(11,005)
Balance as of December 31, 2020 
Refer to Note 19 for more information regarding business acquisitions.
Exchange Risk
The Company’s consolidated financial statements are expressed in US dollars while a portion of its business is conducted in other currencies. Changes in the exchange rates for such currencies into US dollars can increase or decrease revenues, operating profit, earnings and the carrying values of assets and liabilities.
The following table details the Company’s sensitivity to a 10% strengthening of other currencies against the US dollar, and the related impact on finance costs (income) - other (income) expense, net. For a 10% weakening of the other currencies against the US dollar, there would be an equal and opposite impact on finance costs (income) - other (income) expense, net.
The estimated increase (decrease) to finance cost (income) - other (income) expense, net from financial assets and financial liabilities resulting from a 10% strengthening of other currencies against the US dollar, everything else being equal, would be as follows as of December 31:
20202019
USD$USD$
Canadian dollar(3,786)482 
Euro(125)(110)
Indian Rupee(2,525)(1,089)
(6,436)(717)
The Company's primary strategy to minimize its risk of foreign currency exposure is to ensure that the Financial Risk Management Committee:
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.

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Hedge of net investment in foreign operations
A foreign currency exposure arises from the Parent Company’s net investment in its USD functional currency subsidiary, IPG (US) Holdings Inc. The risk arises from the fluctuations in the USD and CDN current exchange rate, which causes the amount of the net investment in IPG (US) Holdings Inc. to vary.
In 2018, the Parent Company completed the private placement of its USD denominated Senior Unsecured Notes which resulted in additional equity investments in IPG (US) Holdings Inc. The Senior Unsecured Notes are being used to hedge the Company’s exposure to the USD foreign exchange risk on this investment.
Gains or losses on the retranslation of this borrowing are transferred to OCI to offset any gains or losses on translation of the net investment in the subsidiary. The Senior Unsecured Notes are included as a liability in the borrowings line on the consolidated balance sheets.
There is an economic relationship between the hedged item and the hedging instrument as the net investment creates a translation risk that will match the foreign exchange risk on the USD borrowing designated as the hedging instrument. The Company has established a hedge ratio of 1:1 as the underlying risk of the hedging instrument is identical to the hedge risk component. Hedge ineffectiveness will arise when the amount of the investment in the foreign subsidiary becomes lower than the outstanding amount of the Senior Unsecured Notes. Hedge ineffectiveness is recorded in finance costs (income) in other (income) expense, net. To assess hedge effectiveness, the Parent Company determines the economic relationship between the hedging instrument and the hedged item by comparing changes in the carrying amount of the Senior Unsecured Notes that is attributable to a change in the current exchange rate, with changes in the investment in the foreign operation that are attributable to a change in the current exchange rate.

The changes in value related to the Senior Unsecured Notes designated as a hedging instrument, in the hedge of a net investment, are as follows for the years ended December 31:
20202019
$$
Gain from change in value of the Senior Unsecured Notes used for calculating hedge ineffectiveness6,488 11,214 
Gain from Senior Unsecured Notes recognized in OCI6,488 10,280 
Gain from hedge ineffectiveness recognized in earnings in finance costs (income) in other (income) expense, net 911 
Foreign exchange gains recognized in cumulative translation adjustments in the statement of changes in equity 23 
Deferred tax expense on change in value of the Senior Unsecured Notes recognized in OCI(764)(45)

The notional and carrying amounts of the Senior Unsecured Notes are as follows as of:
December 31,
2020
December 31,
2019
$$
Notional Amount250,000 250,000 
Carrying Amount246,236 245,681 

The amounts related to the net investment in IPG (US) Holdings, Inc., designated as the hedged item in the hedge of a net investment, are as follows for the years ended December 31:
20202019
$$
Loss from change in value of IPG (US) Holdings, Inc. used for calculating hedge ineffectiveness(6,488)(10,280)

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The cumulative amounts included in the foreign currency translation reserve related to the net investment in IPG (US) Holdings, Inc., designated as the hedged item in the hedge of a net investment, is as follows as of:
December 31,
2020
December 31,
2019
$$
Cumulative gain included in foreign currency translation reserve in OCI7,347 859 

Interest Rate Risk
The Company is exposed to a risk of change in cash flows due to the fluctuations in interest rates applicable on its variable rate borrowings. The Company’s overall risk management objective is to minimize the long-term cost of debt, taking into account short-term and long-term earnings and cash flow volatility. The Company’s primary strategy to minimize exposure associated with variable rate borrowings is to ensure the Financial Risk Management Committee monitors the Company’s amount of variable rate borrowings, taking into account the current and expected interest rate environment, the Company’s leverage and sensitivity to earnings and cash flows due to changes in interest rates. The Company’s risk management objective at this time is to mitigate the variability in 30-day LIBOR based cash flows. To help accomplish this objective, the Company enters into interest rate swap agreements.
The Company was party to the following interest rate swap agreements which are qualifying cash flow hedges designated as hedging instruments as of December 31, 2020 and 2019:
Effective DateMaturityNotional amount
$
SettlementFixed interest
rate paid
%
June 8, 2017June 20, 202240,000 Monthly1.79 
August 20, 2018August 18, 202360,000 Monthly2.045 
Additionally, on November 18, 2019 an interest rate swap agreement with a notional amount of $40.0 million and fixed interest rate of 1.61%, which was considered a non-qualifying cash flow hedge, matured and was settled in full and on December 12, 2019, and an interest rate swap agreement with a notional amount of CDN $36.0 million and fixed interest rate of 1.6825%, which was considered a qualifying cash flow hedge, matured and was also settled in full.
The interest rate swap agreements involve the exchange of periodic payments excluding the notional principal amount upon which the payments are based. If the underlying interest rate swap agreement is a qualifying cash flow hedge, these payments are recorded as an adjustment of interest expense on the hedged debt instruments and the related amount payable to or receivable from counterparties is included as an adjustment to accrued interest. Cash payments related to non-qualifying cash flow hedges are recorded as a reduction of the fair value of the corresponding interest rate swap agreement recognized in the balance sheet, which indirectly impacts the change in fair value recorded in earnings.
There is an economic relationship between the hedged item and the hedging instrument as the terms of the interest rate swap match the terms of the corresponding variable rate borrowing and it is expected that the value of the interest rate swap contracts and the value of the corresponding hedged items will systematically change in the opposite direction in response to movements in the underlying interest rates. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the interest rate swap is identical to the hedged risk component. The main source of hedge ineffectiveness which could exist in these hedge relationships is the effect of the counterparty and the Company’s own credit risk on the fair value of the interest rate swap contracts, which is not reflected in the fair value of the hedged item attributable to the change in interest rates.
The Company elects to use the hypothetical derivative methodology to measure the ineffectiveness of its hedging relationships in a given reporting period to be recorded in earnings. Under the hypothetical derivative method, the actual interest rate swaps would be recorded at fair value on the balance sheet, and accumulated OCI would be adjusted to a balance that reflects the lesser of either the cumulative change in the fair value of the actual interest rate swaps or the cumulative change in the fair value of the hypothetical derivatives. The determination of the fair values of both the hypothetical derivative and the actual interest rate swaps will use discounted cash flows based on the relevant interest rate swap curves. The amount of ineffectiveness, if any, recorded in earnings in finance costs (income) in other (income) expense, net, would be equal to the excess of the cumulative change in the fair value of the actual interest rate swaps over the cumulative change in the fair value of the hypothetical derivatives. Amounts previously included as part of OCI are transferred to earnings in the period during which the hedged item impacts net earnings.

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The following table summarizes activity related to interest rate swap agreements designated as hedging instruments for the years ended December 31:
20202019
$$
Loss from change in fair value of the interest rate swap agreements designated as hedging instruments recognized in OCI (1)
(2,685)(3,416)
Deferred tax benefit on change in fair value of the interest rate swap agreements designated as hedging instruments recognized in OCI658 359 
Amounts reclassified from cash flow hedging reserve to earnings (2)
 (503)

(1)The hedging loss 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 that matured and were settled in full in 2019.

The following table summarizes balances related to interest rate swap agreements designated as hedging instruments as of:
December 31,
2020
December 31,
2019
$$
Carrying amount included in other liabilities 4,025 1,339 
Cumulative loss in cash flow hedge reserve, included in OCI, for continuing hedges(3,097)(1,070)
As of December 31, 2020, and 2019, the impact on the Company’s finance costs in interest expense from a 1.0% increase in interest rates, assuming all other variables remained equal, would be an increase of approximately $1.0 million and $1.2 million, respectively.

Interest Rate Benchmark Reform

The Company is exposed to the LIBOR interest rate benchmark, which is subject to interest rate benchmark reform as a result of its interest rate swap agreements (designated as hedging instruments) and its variable rate borrowings (the hedged item).

The Company is managing its LIBOR transition plan as a result of the interest rate benchmark reform. The Company expects the greatest change will be amendments to the contractual terms of the LIBOR-referenced variable rate borrowings and the associated interest rate swaps and the corresponding update of the hedge designation. However, the changed reference rate may also affect other systems, processes, risk and valuation models, and may have tax and accounting implications.

The Company has applied the following reliefs that were introduced by Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) in September 2019:
When considering the ‘highly probable’ requirement, the Company has assumed that the LIBOR interest rate on which the Company’s hedged borrowings is based does not change as a result of LIBOR reform.
In assessing whether the hedge is expected to be highly effective on a forward-looking basis, the Company has assumed that the LIBOR interest rate on which the cash flows of the hedged borrowings and the interest rate swap agreements that hedges it are based is not altered by LIBOR reform.

As a result, the Company will retain the cumulative gain or loss in the cash flow hedge reserve for designated cash flow hedges that are subject to interest rate benchmark reforms, even though there is uncertainty around the timing and amount of the cash flows of the hedged items. In the event the Company no longer expects the hedged future cash flows to occur due to reasons other than interest rate benchmark reform, the cumulative gain or loss will be immediately reclassified to profit or loss.

The Company will continue to apply Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) until there is no longer uncertainty around the timing and the amount of the underlying cash flows to which the Company is exposed. The Company has assumed that this uncertainty will not end until the Company’s contracts that reference LIBOR are amended to specify the date on which the interest rate benchmark will be replaced, the cash flows of the alternative benchmark rate, and the relevant spread adjustment.

85


Concentration and Credit Risk
Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. Generally, the carrying amount reported on the Company’s consolidated balance sheet for its financial assets exposed to credit risk, net of any applicable provisions for losses, represents the maximum amount exposed to credit risk.
Financial assets that potentially subject the Company to credit risk consist primarily of cash, trade receivables and supplier rebate receivables and other receivables.
Cash
Credit risk associated with cash is substantially mitigated by ensuring that these financial assets are primarily placed with major financial institutions. The Company performs an ongoing review and evaluation of the possible changes in the status and creditworthiness of its counterparties.
Revenue and trade receivables
There was one customer as of December 31, 2020 and 2019 with sales that accounted for 11% and 7%, respectively, of the Company's total revenue for the years then ended. The Company's customer base is diverse and there were no other individual customers that accounted for more than 5% of the Company’s revenue. This one customer had trade receivables that accounted for 17% and 15% of the Company’s total trade receivables as of December 31, 2020 and 2019, respectively. These trade receivables were current as of December 31, 2020 and 2019, and the Company believes its credit risk with respect to this customer is limited due to the customer's strong financial condition, creditworthiness, payment history, and relationship with the Company. There were no other individual customers that accounted for more than 5% of the Company’s trade receivables as of December 31, 2020 and 2019, respectively. The Company believes its credit risk with respect to trade receivables overall is limited due to the Company’s credit evaluation process, reasonably short collection terms and the creditworthiness of its customers and credit insurance. The Company regularly monitors its credit risk exposures and takes steps to mitigate the likelihood of these exposures resulting in actual losses.
The following table presents an analysis of the age of trade receivables and related balance as of:
December 31,
2020
December 31,
2019
$$
Current138,798 115,853 
Past due accounts not impaired
1 – 30 days past due15,257 13,602 
31 – 60 days past due2,798 1,604 
61 – 90 days past due1,299 956 
Over 90 days past due4,083 1,162 
23,437 17,324 
Allowance for expected credit loss1,268 909 
Gross accounts receivable163,503 134,086 
The Company’s allowance for expected credit loss reflects expected credit losses using a provision matrix model, supplemented by an allowance for individually impaired trade receivables. The provision matrix is based on the Company’s historic credit loss experience, adjusted for any change in risk of the trade receivable population based on credit monitoring indicators, and expectations of general economic conditions that might affect the collection of trade receivables. The provision matrix applies fixed provision rates depending on the number of days that a trade receivable is past due, with higher rates applied the longer a balance is past due. Trade receivables outstanding longer than the agreed upon payment terms are considered past due. The Company determines its allowance for individually impaired trade receivables by considering a number of factors, including notices of liquidation, information provided by credit monitoring services, the length of time trade receivables are past due, the customer’s current ability to pay its obligation to the Company, the customer’s history of paying balances when they are past due, historical results and the condition of the general economy and the industry as a whole. After considering the factors above, at December 31, 2020, the Company has determined there is no significant increase or decrease in its trade receivable credit risk since their initial recognition, including the impacts of COVID-19.

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The Company writes off trade receivables when they are determined to be uncollectible and any payments subsequently received on such trade receivables are credited to the allowance for expected credit loss. Amounts are written-off based on the final results of bankruptcy or liquidation proceedings, as well as consideration of local statutes of limitations and other regulations permitting or requiring the write-off of trade receivables. Substantially all of the trade receivables written off during the year ended December 31, 2020 are still subject to enforcement activity.
The Company’s maximum exposure to credit risk at the end of the reporting period would be the gross accounts receivable balance shown in the table above. In general, the Company does not hold collateral with respect to its trade receivables.
The following table presents a continuity summary of the Company’s allowance for expected credit loss as of and for the years ended December 31:
20202019
 $$
Balance, beginning of year909 659 
Additions545 357 
Write-offs(197)(104)
Foreign exchange11 (3)
Balance, end of year1,268 909 
Supplier rebates and other receivables
Credit risk associated with supplier rebates and other receivables is limited considering the amount is not material, the Company’s large size and diversified counterparties and geography.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial liabilities and obligations as they become due. The Company is exposed to this risk mainly through its borrowings, finance lease liabilities, accounts payable and accrued liabilities and its option liabilities. The Company finances its operations through a combination of cash flows from operations and borrowings.
The Company's liquidity risk management process serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources for a sufficient authorized amount. The Company establishes budgets, cash estimates and cash management policies to ensure it has the necessary funds to fulfill its obligations for the foreseeable future.
The following maturity analysis for financial liabilities is based on the remaining contractual maturities as of the balance sheet date. The amounts disclosed reflect the contractual undiscounted cash flows categorized by their earliest contractual maturity date on which the Company can be required to pay its obligation.

87


The maturity analysis for financial liabilities and finance lease liabilities is as follows for the years ended:
Non-controlling
interest put
options

Borrowings
(1)
Interest on borrowings (1)

Lease
liabilities

Interest on Lease
liabilities
Accounts payable
and accrued
liabilities
(2)
Total
 $$$$$$$
December 31, 2020
Current maturity 19,131 22,813 7,088 2,303 140,011 191,346 
2022 18,663 22,197 9,013 1,853  51,726 
2023 163,025 19,224 6,473 1,424  190,146 
2024 1,183 17,500 4,577 1,070  24,330 
2025 817 17,500 3,869 817  23,003 
2026 and thereafter15,758 250,408 13,125 11,102 2,745  293,138 
15,758 453,227 112,359 42,122 10,212 140,011 773,689 
Non-controlling
interest put
options
Borrowings (1)
Interest on Borrowings (1)
Lease
liabilities
Interest on Lease
liabilities
Accounts payable
and accrued
liabilities
(2)
Total
$$$$$
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 thereafter13,634 250,825 31,014 14,377 3,555  313,405 
13,634 470,295 145,392 44,756 12,580 115,501 802,158 
 
(1)Excludes lease liabilities
(2)Excludes employee benefits and taxes payable
As of December 31, 2020, the Company had $16.5 million of cash and $392.2 million of loan availability (composed of committed funding of $384.5 million and uncommitted funding of $7.7 million), yielding total cash and loan availability of $408.7 million compared to total cash and loan availability of $406.0 million as of December 31, 2019.
Price Risk
The Company’s price risk arises from changes in its raw material prices. A significant portion of the Company’s major raw materials are by-products of crude oil and natural gas and as such, prices are significantly influenced by the fluctuating underlying energy markets. The Company’s objectives in managing its price risk are threefold: (i) to protect its financial result for the period from significant fluctuations in raw material costs, (ii) to anticipate, to the extent possible, and plan for significant changes in the raw material markets, and (iii) to ensure sufficient availability of raw material required to meet the Company’s manufacturing requirements. In order to manage its exposure to price risks, the Company closely monitors current and anticipated changes in market prices and develops pre-buying strategies and patterns and seeks to adjust its selling prices when market conditions permit. Historical results indicate management’s ability to rapidly identify fluctuations in raw material prices and, to the extent possible, incorporate such fluctuations in the Company’s selling prices.
As of December 31, 2020, all other parameters being equal, a hypothetical increase of 10% in the cost of raw materials, with no corresponding sales price adjustments, would result in an increase in cost of sales of $55.6 million ($56.2 million in 2019). A similar decrease of 10% will have the opposite impact.
Capital Management
The Company manages its capital to safeguard the Company’s ability to continue as a going concern, provide sufficient liquidity and flexibility to meet strategic objectives and growth and provide adequate return to its shareholders, while taking into consideration financial leverage and financial risk.

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The capital structure of the Company consists of cash, borrowings and equity. A summary of the Company’s capital structure is as follows for the years ended:
December 31, 2020December 31, 2019
$$
Cash16,467 7,047 
Borrowings (excluding lease liabilities)447,842 464,054 
Total equity316,682 272,228 
The Company manages its capital structure in accordance with its expected business growth, operational objectives and underlying industry, market and economic conditions. Consequently, the Company will determine, from time to time, its capital requirements and will accordingly develop a plan to be presented and approved by its Board of Directors. The plan may include the repurchase of common shares, the issuance of shares, the payment of dividends and the issuance of new debt or the refinancing of existing debt.
25 - POST REPORTING EVENTS
Adjusting Events
No adjusting events have occurred between the reporting date of these consolidated financial statements and the date of authorization.
Non-Adjusting Events
No significant non-adjusting events have occurred between the reporting date of these consolidated financial statements and the date of authorization with the exception of the items discussed below.
On March 11, 2021, the Company declared a cash dividend of $0.1575 per common share payable on March 31, 2021 to shareholders of record at the close of business on March 22, 2021. The estimated amount of this dividend payment is $9.3 million based on 59,027,047 shares of the Company’s common shares issued and outstanding as of March 11, 2021.


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EX-4.4 2 amendedandrestateddeferred.htm EX-4.4 Document
Exhibit 4.4
AMENDED AND RESTATED INTERTAPE POLYMER GROUP     INC.
DEFERRED SHARE UNIT PLAN FOR NON-EXECUTIVE DIRECTORS

1.Definitions

For the purposes hereof and unless the context otherwise requires:
AGM” means the Corporation’s annual general meeting;
Board” means the board of directors of the Corporation;
Board Retainer” means all fees payable to a Participant as a member of the Board or lead director or as a member or chair of a committee of the Board;

Change of Control” means (i) the sale of all or substantially all of the assets of the Corporation on a consolidated basis, in one transaction or a series of related transactions, to a person that is not a subsidiary of the Corporation, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Corporation’s outstanding voting rights immediately prior to such transaction do not own a majority of the outstanding voting rights of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) any person or a group of persons acting jointly or in concert becoming the beneficial owner, directly or indirectly, of shares carrying at least a majority of the outstanding voting rights of the Corporation, or (iv) any other transaction in which the owners of the Corporation’s outstanding voting rights prior to such transaction do not own at least a majority of the outstanding voting rights of the Corporation or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Corporation;

Committee” means the Human Resources and Compensation Committee of the Board; “Corporation” means Intertape Polymer Group Inc. or its successor;
Deferred Remuneration” means, in respect of a Participant, the amount of a Participant’s Board Retainer which the Participant has elected to receive in the form of DSUs;

DSU” means a deferred share unit issuable under the Plan;

Election Notice” has the meaning set out in Section 4.3;

Expiry Date” means (i) in the case of DSUs described in Section 6.2, the end of the calendar year following the calendar year in which the Participant ceases to be a director of the Corporation (and does not otherwise become employed by the Corporation), (ii) in the case of DSUs described in Section 6.1(a), the later of (x) the end of the calendar year in which the Participant’s Separation from Service occurs or (y) the 15th day of the third month following the occurrence of the Participant’s Separation from Service or (iii) in the case of DSUs described in Section 6.1(b), the end of the calendar year following the calendar year in which the Participant’s Separation from Service occurs;

Fair Market Value” means (i) for any particular date in the case of Section 5.3 or Section 6 (other than Section 6.5), the volume weighted average trading price (“VWAP”) of the Shares on the TSX for the five (5) consecutive trading days immediately preceding that particular date, (ii) for any particular date in the case of Section 4.1(b) or non-annual DSU grants under Section 4.1(d), the VWAP of the Shares on the TSX for the five (5) consecutive trading days in an open trading period under the Corporation’s Insider Trading Policy immediately


Exhibit 4.4
preceding that particular date, (iii) in the case of Section 6.6, the VWAP of the Shares on the TSX for the five (5) consecutive trading days immediately preceding the Expiry Date or (iv) in the case of Section 6.5, the per Share price paid in the Change of Control for the Shares;

Participant” means any member of the board of directors of the Corporation who is not an executive officer or employee of the Corporation;

Plan” means this Deferred Share Unit Plan for Non-Executive Directors of Intertape Polymer Group Inc.;

Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended.

Separation from Service” means a separation from service within the meaning of Section 409A and the Treasury Regulations promulgated thereunder.

Shares” means common shares in the share capital of the Corporation, and includes any shares of the Corporation into which such shares may be changed, classified, reclassified, subdivided, consolidated or converted from time to time;

TSX” means the Toronto Stock Exchange; and

Withholding Amount” has the meaning given thereto in Section 7.1.

2.Purpose of the Plan

The purpose of the Plan is to provide Participants with a form of remuneration which promotes a greater alignment of the interests of the Participants and the shareholders of the Corporation in creating long-term shareholder value.

3.Administration

a.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.

b.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

a.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.



Exhibit 4.4
(a)    Annual DSU grants shall be made at the same time as annual equity grants are made to the Corporation’s executive officers and the number of DSUs shall be calculated using the same valuation methodology as is applied to such executive officer grants.
    
(b)    In the event that a Participant joins the Board after an AGM, the Participant’s Annual DSU Grant shall be pro-rated based on the number of days remaining in the AGM-to-AGM period in which the Participant joins the Board.

(c)    Commencing with the 2021 Annual DSU grants, the Annual DSU grants shall vest with respect to one-twelfth (1/12th) of the Shares covered thereby on each monthly anniversary of that year’s AGM except that any unvested tranches shall vest on the day prior to the next AGM (the “Vesting Schedule”), subject to the Participant’s continued service on the Board on each applicable vesting date. Any pro-rated Annual DSU grants made in accordance with Section 4.1(b) shall vest in equal amounts on the remaining dates in the Vesting Schedule. Notwithstanding the foregoing, any unvested DSU grants that are outstanding at the time of a Change of Control shall vest in full upon such Change of Control.

(d)    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.

b.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. Such DSUs shall be fully vested at the time of grant.

c.Each Participant who elects to participate in the Plan pursuant to Section 4.2 for a given calendar year must deliver to the Corporation, in accordance with procedures established by the Corporation from time to time, 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 Section 4.2 for the then-current calendar year must so deliver an Election Notice prior to or within fifteen (15) days of his or her election or appointment, but prior to the receipt of the first Board Retainer payment; provided, however, that with respect to Participants whose Board Retainer is otherwise subject to U.S. taxation if such election is made after the director is appointed or elected, it shall only apply to fees paid for services performed after such Election Notice is delivered to the Corporation. The election made in an Election Notice in respect of the Board Retainer of a given calendar year will be irrevocable for that calendar year.

d.If no Election Notice is received in accordance with Section 4.3, 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.

5.DSU Awards

5.1    In addition to DSUs granted at the sole discretion of the Board pursuant to Section 4.1, each Participant shall receive:

(a)    with respect to the Deferred Remuneration payable to the Participant for the first half of the year, such number of DSUs as is obtained by dividing such Deferred Remuneration by the VWAP of the Shares on the TSX for the five (5) consecutive trading days immediately preceding June 29 of such year (rounded up to the nearest whole DSU), with such DSUs being awarded to Participants on June 30 of such year.


Exhibit 4.4

(b)    with respect to the Deferred Remuneration payable to the Participant for the second half of the year, such number of DSUs as is obtained by dividing such Deferred Remuneration by the VWAP of the Shares on the TSX for the five (5) consecutive trading days immediately preceding December 30 of such year (rounded up to the nearest whole DSU), with such DSUs being awarded to Participants on December 31 of such year.

a.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.

b.If hereafter dividends are paid on the Shares, a Participant shall be entitled to “dividend equivalents” on each outstanding vested and unvested DSU held by the Participant that has not yet been settled pursuant to Section 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 terms and conditions (including vesting) as the underlying DSUs on which the dividend equivalents were credited.

6.Settlement of DSUs

a.(a)    Subject to Sections 6.3 through 6.7, a Participant whose DSUs are subject to U.S. taxation that incurs a Separation from Service, shall after such Separation from Service receive settlement of all of such Participant’s DSUs in the calendar year of such Separation from Service, provided that if necessary for administrative or other reasons (or if the Corporation is in a closed trading period), settlement may be delayed by the Corporation (without the direct or indirect input of the Participant) up to the Expiry Date.

(b)    Notwithstanding the foregoing and subject to Sections 6.3 through 6.7, with respect to DSUs granted in 2021 and later years, a Participant whose DSUs are subject to U.S. taxation may irrevocably elect to defer settlement of his or her DSUs (including, without limitation, those DSUs described in Section 5.1) until the calendar year following the calendar year in which the Participant Separates from Service. Any such election must be made by the Participant in accordance with procedures established by the Corporation from time to time but must be made prior to December 31 of the calendar year prior to the calendar year of grant of the DSU (e.g., prior to December 31, 2020 for DSUs granted in 2021). Notwithstanding the foregoing, each such Participant who is a newly-elected or appointed director may choose prior to or within fifteen (15) days of his or her election or appointment, to make the election described in this Section 6.1(b); provided, however, that if such election is made after the director is appointed or elected, it shall only apply to DSUs attributable to services performed after such election is made.

(c)    Subject to Sections 6.3 through 6.7, with respect to all DSUs (including those currently outstanding) that become payable under Section 6.1(a) or 6.1(b), as applicable, the Participant may elect, in accordance with procedures established by the Corporation from time to time, to receive such DSUs at any time during the calendar year in which payment is due.


Exhibit 4.4

b.Subject to Sections 6.3 through 6.7, a Participant whose DSUs are not subject to U.S. taxation that ceases to be a director of the Corporation (without becoming employed by the Corporation) shall receive settlement of all of such Participant’s DSUs in the calendar year of such cessation or in the following calendar year, as elected by the Participant in accordance with procedures established by the Corporation from time to time. This Section 6.2 shall apply to all outstanding DSUs held by all such Participants notwithstanding anything to the contrary set forth in the grant letter evidencing such DSUs.

c.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.

d.Notwithstanding anything to the contrary set forth in the Plan or in any DSU grant letter but subject to Sections 6.5 and 6.6, no DSUs shall be settled under the Plan until there has occurred one open trading period under the Corporation’s Insider Trading Policy during which Fair Market Value can be calculated that is coincident with, or follows, the Participant’s ceasing to be a director of the Corporation (without becoming employed by the Corporation) or the Participant’s Separation from Service (in the case of DSUs described in Sections 6.1(a) and 6.1(b)).

e.In the event of a Change of Control, the following DSUs, to the extent then outstanding, shall be settled upon such Change of Control based on the per Share price paid in the Change of Control for the Shares (i) DSUs that are otherwise payable in the calendar year of the Change of Control under Section 6.1(a) or Section 6.1(b) and (ii) DSUs that are payable in the calendar year of the Change of Control or in the following calendar year under Section 6.2.

f.DSUs that have not been settled, shall be automatically settled on 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.

g.If a Participant is deceased or incapacitated at the time of settlement of the Participant’s DSUs, his or her duly appointed legal representatives shall receive payment thereof in accordance with the applicable rules set forth above in this Section 6 and otherwise in accordance with the other terms and conditions of the Plan.


7.Withholdings

a.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


Exhibit 4.4
pursuant to this Section 7.1 with respect to a Withholding Amount shall be final and binding on the Participant.

b.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.

c.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 Section 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

No DSU or any interest therein shall be assignable or transferable by the Participant other than in the case of death as set out in the Plan; provided, however that in the case of a Participant’s incapacity, payment shall be made to the Participant’s duly appointed legal representative in accordance with the payment timing, and other terms, of the Plan and in such case (and in the case of the Participant’s death), such payment shall fully discharge the Corporation of any liability for payment to the Participant under the Plan.

9.Effects of Alteration of Share Capital

In the event of any reorganization, change in the number of issued and outstanding Shares of the Corporation by reason of any stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change (including, without limitation, a Change of Control), an equitable adjustment shall, if required, be made by the Board, by adjusting the factors and manner in which the settlement amount of a DSU is to be determined, or any other term and condition of the DSUs. Such adjustment shall be final and binding on all parties.

10.Amendment and Termination

The Board bears full responsibility with regard to the Plan, which includes, but is not limited to, the power and authority to amend, suspend or terminate the Plan, in whole or in part, or amend the terms and conditions of outstanding DSUs, provided that such amendment, suspension or termination shall not adversely alter or impair any DSU previously granted.


11.Final Provisions

a.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.

b.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


Exhibit 4.4
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.

c.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.

d.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.

e.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.

f.The Plan was adopted by the Board on April 22, 2014, amended and restated as of February 17, 2017, amended and restated on September 10, 2018, and again amended and restated on December 7, 2020.

EX-12.1 3 certificationceo2020.htm EX-12.1 Document

Exhibit 12.1

CERTIFICATION

    I, Gregory A.C. Yull, certify that:

1.    I have reviewed this annual report on Form 20-F of Intertape Polymer Group Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;

4.    The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d.    Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.    The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.


Date: March 26, 2021

/s/ Gregory A.C. Yull
Gregory A.C. Yull,
Chief Executive Officer


EX-12.2 4 certificationcfo2020.htm EX-12.2 Document

Exhibit 12.2

CERTIFICATION

    I, Jeffrey Crystal, certify that:

1.    I have reviewed this annual report on Form 20-F of Intertape Polymer Group Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;

4.    The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d.    Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.    The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.


Date: March 26, 2021


        /s/ Jeffrey Crystal
        Jeffrey Crystal,
    Chief Financial Officer


EX-13.1 5 soxcertificationceo2020.htm EX-13.1 Document

Exhibit 13.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT
TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002


    In connection with the Annual Report of Intertape Polymer Group Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A.C. Yull, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

    1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 26, 2021


/s/ Gregory A.C. Yull
Gregory A.C. Yull,
Chief Executive Officer


EX-13.2 6 soxcertificationcfo2020.htm EX-13.2 Document

Exhibit 13.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT
TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002


    In connection with the Annual Report of Intertape Polymer Group Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey Crystal, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

    1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:    March 26, 2021

/s/ Jeffrey Crystal
Jeffrey Crystal,
Chief Financial Officer


EX-15.1 7 a20-fconsent12312020.htm EX-15.1 Document

Exhibit 15.1
Consent of Independent Registered
Public Accounting Firm


We have issued our reports dated March 11, 2021, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Intertape Polymer Group Inc. on Form 20-F for the year ended December 31, 2020.

We hereby consent to the incorporation by reference of said reports in the Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2020.

rcgtsignature1.jpg

Montreal, Canada
March 26, 2021



EX-15.2 8 humanresourcesandcompens.htm EX-15.2 humanresourcesandcompens
HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER PURPOSE The Human Resources and Compensation Committee (the “Committee”) is a standing committee appointed by the Board of Directors (the “Board”) of Intertape Polymer Group Inc. (the “Corporation”). The mandate of the Committee consists of ensuring the direction and implementation of the Corporation’s wage and compensation plans and policies align with the business strategy and shareholder interests. COMPOSITION, PROCEDURES AND POWERS Composition The Committee will be comprised of at least three members and a majority of the members of the Committee will be an “independent” director (as such term is defined from time to time under the requirements or guidelines for board service under applicable securities laws and the rules of any stock exchange on which the Corporation’s securities are listed for trading). The members of the Committee will be appointed or changed by resolution of the Board to hold office from the time of their appointment until the next annual meeting of shareholders or until their successors are so appointed. The Board may remove or replace a member of the Committee at any time. A member will cease to be a member of the Committee upon ceasing to be a director. The Board may fill vacancies on a Committee by appointing another director to the Committee. Procedures The Committee will meet regularly at times necessary to perform the duties described herein in a timely manner, but at least annually. Meetings may be held at any time deemed appropriate by the Committee. A majority of the members of the Committee (or two members in the event that there are less than four members) will constitute a quorum for the transaction of business at any meeting of the Committee. The Committee will fix its own procedure at meetings and for the calling of meetings. Unless waived by the members of the Committee, the Committee will meet “in camera” at each Committee meeting at which members of management are not in attendance, to allow its members to discuss matters openly and candidly. Exhibit 15.2


 
The Committee will report to the Board following meetings of the Committee. Powers The Committee is entitled to full access to all books, records, facilities, and personnel of the Corporation and its subsidiaries. The Committee may require such officers, directors and employees of the Corporation and its subsidiaries and others as it may see fit from time to time to provide any information about the Corporation and its subsidiaries it may deem appropriate and to attend and assist at meetings of the Committee. The Committee may obtain, where necessary, legal or other advice from outside professionals; and determine and pay the fees of such professionals. The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated. The Committee may adopt policies and procedures for carrying out its responsibilities. DUTIES AND RESPONSIBILITIES The duties and responsibilities of the Committee are established by the Board and include, amongst others, the following: General Responsibilities i) Examine the Corporation’s wage and compensation policies, with respect to the Chief Executive Officer and other executives who report to the Chief Executive Officer (“key executives”), and make recommendations to the Board regarding the adoption of such policies, as well as any amendments required as a result of any new laws or regulations; ii) Review and assess the competitiveness and appropriateness of and approve the compensation package of the Chief Executive Officer and of other key executives. In conducting such review, the Committee will consider: • the compensation packages of the Chief Executive Officer and of other key executives for the prior year and other preceding years; • the Committee's evaluation of the performance of the Chief Executive Officer and the Chief Executive Officer's evaluation of the performance of the other respective key executives;


 
• the Corporation's performance and relative shareholder return; • whether the compensation package reflects an appropriate balance between short and longer-term incentives to improve performance of the Corporation; • whether the compensation package of the Chief Executive Officer or other key executives encourages excessive risk- taking; • the competitiveness of the compensation package, including the value of similar incentive awards paid to equivalent officers and positions at comparable companies; and iii) Report the results or findings of its assessments of the competitiveness of the Corporation’s compensation policies and practices to the Board; iv) Examine and, if applicable, review the Executive Stock Option Plan and such other incentive plans approved by the Board, evaluate these plans and make recommendations to the Board regarding any amendments deemed necessary as a result of the enactment of any new applicable laws or regulations or resulting from new market trends; v) Monitor the administration of the Executive Stock Option Plan and such other incentive plans approved by the Board, and recommend to the Board grants of stock options, other types of stock-based compensation and/or other compensation or incentive awards, including grants to Directors who are members of management as well as grants to Directors who are not also employees of the Corporation; vi) Examine the Corporation’s director compensation policies and make recommendations to the Board regarding the adoption of such policies; vii) From time to time, as determined appropriate by the Committee, administer all policies and practices of the Corporation with respect to the indemnification of directors by the Corporation, approve all payments made pursuant to such policies and practices, and recommend to the Board the terms of the indemnification agreement to be entered into between the Corporation and each director;


 
viii) Review and approve any employment contracts or arrangements with the Chief Executive Officer and other key executives, including any retirement allowance arrangements, severance payments or any similar arrangements to take effect in the event of a termination of employment and any change of control agreements; ix) Review and recommend to the Board compensation policies and processes and any new incentive compensation and equity compensation plans of the Corporation or changes to such plans and in particular, the compensation policies, processes and plans respecting the Chief Executive Officer and other key executives; x) Pre-approving any services (other than or in addition to compensation services) to be provided by the Corporation’s compensation consultant or advisor, or any of its affiliates, to the Corporation, or to its affiliated or subsidiary entities, or to any of its directors or other key executives; xi) Review on an annual basis the organizational structure and the succession planning program with respect to key executives other than the Chief Executive Officer (which will be under the mandate of the full Board for review) and report findings to the Board and oversee talent development; xii) Review the Committee’s mandate on an annual basis and make recommendations to the Board regarding the adoption thereof; xiii) Review the executive compensation information before it is publicly disclosed in the Corporation’s management proxy circular; and xiv) Carry out any other mandates that the Board may give from time to time. Responsibilities Concerning the President and Chief Executive Officer i) When hiring a new President and Chief Executive Officer, determine the Corporation’s objectives regarding this position, review the role and responsibilities in light of such objectives and approve the profile of the desired candidate with the help and support of the Chair of the Board and the Human Resources management. If a mandate is given to outside advisors, review the list of potential candidates and approve the shortlist of candidates, participate in the final decision and make recommendations to the Board for approval;


 
ii) Review and approve annually, in collaboration with the Chair of the Board or, if applicable, the Lead Director, the objectives of the Corporation as they pertain to the compensation of the President and Chief Executive Officer, evaluate his or her performance in light of these objectives, establish the acceptable level of compensation based on this evaluation and make recommendations to the Board with respect thereto; and iii) Review and approve any decision with respect to the cessation of employment of the President and Chief Executive Officer and his or her severance package, if any, and make recommendations to the Board for approval. Responsibilities Concerning Other Key Executives i) Determine annually the positions comprised by other key executives and recommend any additions to that group; ii) Review and approve the hiring, the compensation and the employment conditions of other key executives, including any employment contracts; iii) Review, if applicable, the severance packages negotiated in employment contracts or upon termination of employment of other key executives; and REVIEW AND DISCLOSURE The Committee will review and reassess the adequacy of this Charter at least annually and otherwise, as it deems appropriate, recommend changes to the Board. The performance of the Committee will be evaluated with reference to this Charter annually. The Committee will ensure that this Charter is disclosed on the Corporation’s website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements.


 
EX-15.4 9 nominatingcommitteechart.htm EX-15.4 nominatingcommitteechart
1 NOMINATING COMMITTEE CHARTER PURPOSE The Nominating Committee (the “Committee”) is a standing committee appointed by the Board of Directors (the “Board”) of Intertape Polymer Group Inc. (the “Corporation”). The Committee is responsible for reviewing and-or identifying candidates for members of the Board and members of the committees of the Board as well as recommending qualified director candidates for election at meetings of shareholders. COMPOSITION, PROCEDURES AND POWERS Composition The Committee will be comprised of at least three members, majority of the members of the Committee will be an “independent” director (as such term is defined from time to time under the requirements or guidelines for board service under applicable securities laws and the rules of any stock exchange on which the Corporation’s securities are listed for trading). The members of the Committee will be appointed or changed by resolution of the Board to hold office from the time of their appointment until the next annual meeting of shareholders or until their successors are so appointed. The Board may remove or replace a member of the Committee at any time. A member will cease to be a member of the Committee upon ceasing to be a director. The Board may fill vacancies on the Committee by appointing another director to the Committee. Procedures The Committee will meet at times necessary to perform the duties described herein in a timely manner, but at least annually. Meetings may be held at any time deemed appropriate by the Committee. A majority of the members of the Committee (or two members in the event that there are less than four members) will constitute a quorum for the transaction of business at any meeting of the Committee. The Committee will fix its own procedure at meetings and for the calling of meetings. Unless waived by the members of the Committee, the Committee will meet “in camera” at each Committee meeting at which members of management are in attendance, to allow its members to discuss openly and candidly. Exhibit 15.4


 
2 The Committee will report to the Board following meetings of the Committee. Powers The Committee is entitled to full access to all books, records, facilities, and personnel of the Corporation and its subsidiaries. The Committee may require such officers, directors and employees of the Corporation and its subsidiaries and others as it may see fit from time to time to provide any information about the Corporation and its subsidiaries it may deem appropriate and to attend and assist at meetings of the Committee. The Committee may obtain, where necessary, legal or other advice from outside professionals, and determine and pay the fees of such professionals, including sole authority to retain and terminate any search firm to be used to identify director candidates and to approve any such firm’s fees and other retention terms. The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated. The Committee may adopt policies and procedures for carrying out its responsibilities. Limitations of Nominating Committee’s Role Notwithstanding the foregoing and subject to applicable law, nothing contained in this Charter is intended to require the Committee to ensure the Corporation’s compliance with applicable laws and regulations. The Committee is a committee of the Board and as such is not, and shall not be, deemed to be an agent of the Corporation’s shareholders for any purpose whatsoever. The Board may, from time to time, permit minor departures from the terms hereof, either prospectively or retrospectively, and no provision contained herein is intended to give rise to civil liability to security holders of the Corporation or other liability whatsoever. DUTIES AND RESPONSIBILITIES The duties and responsibilities of the Committee are established by the Board and include, amongst others, the following: a) advise the Board with respect to composition of the various committees of the Board and qualifications for membership thereon. In consultation with the Chairman of the Board and the Chief Executive Officer of the Corporation, make recommendations to the


 
3 Board regarding which directors should serve on the various committees of the Board;; b) exercise oversight of the processes adopted by the Board for evaluating (i) the overall performance and workings of the Board as a whole, and (ii) the performances of individual directors as it relates to nomination for election or re-election to the Board; c) establish a process for recruiting suitable candidates to the Board; d) establish a process for determining the “independence” of directors, the identification of “financial experts”, and the “financial literacy” of directors, as those terms are defined from time to time under the requirements or guidelines for board service under applicable securities laws and the rules of any stock exchange on which the Corporation’s securities are listed for trading; e) review the size, composition and make-up of the Board in the context of recommendations for nominations for election or re-election to the Board; f) Uphold the Corporation’s policy that no more than two of the Corporation’s directors may sit on the same board of directors of a public company (other than the Corporation); and g) carry out any other mandate that the Board may give from time to time. REVIEW AND DISCLOSURE The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. The performance of the Committee shall be evaluated with reference to this Charter annually. The Committee shall ensure that this Charter is disclosed on the Corporation’s website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements.


 
EX-15.7 10 environmentalsocialgover.htm EX-15.7 environmentalsocialgover
Environmental, Social & Governance (“ESG”) COMMITTEE CHARTER PURPOSE The ESG Committee (the “Committee”) is a standing committee appointed by the Board of Directors (the “Board”) of Intertape Polymer Group Inc. (the “Corporation”). The mandate of the Committee consists of assisting the Board in carrying out its governance and oversight responsibilities with respect to health, safety, environmental, social, sustainability, climate- related matters, corporate governance and other human capital matters (“ESG Matters”). COMPOSITION, PROCEDURES AND POWERS Composition The Committee will be comprised of at least three members each of whom will be an “independent” director (as such term is defined from time to time under the requirements or guidelines for board service under applicable securities laws and the rules of any stock exchange on which the Corporation’s securities are listed for trading). The members of the Committee will be appointed or changed by resolution of the Board to hold office from the time of their appointment until the next annual meeting of shareholders or until their successors are so appointed. The Board may remove or replace a member of the Committee at any time. A member will cease to be a member of the Committee upon ceasing to be a director. The Board may fill vacancies on the Committee by appointing another director to the Committee. Procedures The Committee will meet regularly at times necessary to perform the duties described herein in a timely manner, but at least annually. Meetings may be held at any time deemed appropriate by the Committee. A majority of the members of the Committee (or two members in the event that there are less than four members) will constitute a quorum for the transaction of business at any meeting of the Committee. Exhibit 15.7


 
The Committee will fix its own procedure at meetings and for the calling of meetings. Unless waived by the members of the Committee, the Committee will meet “in camera” at each Committee meeting at which members of management are not in attendance, to allow its members to discuss matters openly and candidly. The Committee will report to the Board following meetings of the Committee. Powers The Committee is entitled to full access to all books, records, facilities, and personnel of the Corporation and its subsidiaries. The Committee may require such officers, directors and employees of the Corporation and its subsidiaries and others as it may see fit from time to time to provide any information about the Corporation and its subsidiaries it may deem appropriate and to attend and assist at meetings of the Committee. The Committee may obtain, where necessary, legal or other advice from outside professionals; and determine and pay the fees of such professionals. The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated. The Committee may adopt policies and procedures for carrying out its responsibilities. DUTIES AND RESPONSIBILITIES The duties and responsibilities of the Committee are established by the Board and include, amongst others, the following: i) Oversee management in setting the Corporation’s general strategy with respect to ESG Matters; ii) Review and provide guidance on the Corporation’s sustainability program and goals and the progress in achieving such goals; iii) Provide oversight on the Corporation’s public disclosure of ESG Matters, including any sustainability reports; iv) Monitor risks and trends in respect of ESG Matters that could significantly impact the Corporation’s ability to create long-term value;


 
v) Oversee management in reviewing and complying with any applicable legislative, regulatory rules and regulatory guidance changes with respect to ESG Matters; vi) Review and monitor actions and initiatives taken to prevent, mitigate and manage risks related to ESG Matters, which may have a materially adverse impact on the Corporation or is otherwise pertinent to its stakeholders; vii) Review and monitor health and safety prevention strategies as well as safety incidents on a quarterly basis; viii) Review and monitor the Corporation’s environmental compliance programs; ix) Review and monitor any significant examination or audit by external auditors, regulatory and key ESG rating agencies on ESG Matters; x) Review and monitor the Corporation’s corporate governance practices and monitor the Corporation’s corporate governance policies and suggest any changes necessary to the Board on an annual basis, including but not limited to, oversight of the Directors’ skills matrix; xi) Provide oversight of Corporation’s engagement efforts with stockholders and other key stakeholders (including non- governmental organizations and key ESG rating agencies) related to ESG Matters; xii) Review the Corporation’s human capital initiatives such as commitment to diversity and any goals related thereto as well as employee engagement initiatives; xiii) Review annual charitable contributions, political contributions and social investments of the Corporation; xiv) Oversee any policies and processes related to director education and director onboarding; xv) Report the results or findings of the Committee’s reviews and assessments on ESG Matters to the Board; and xvi) Carry out any other mandates that the Board may give from time to time.


 
The performance of the Committee will be evaluated with reference to this Charter annually. The Committee will ensure that this Charter is disclosed on the Corporation’s website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements.


 
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Intertape Polymer Inc. [Member] Intertape Polymer Inc. 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Intertape Polymer Corp. [Member] Intertape Polymer Corp. 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stock options (in shares) Dilutive effect of share options on number of ordinary shares Intertape Woven Products, S.A. de C.V. Intertape Woven Products, S.A. de C.V. [Member] Intertape Woven Products, S.A. de C.V. 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Intertape Polymer Woven USA Inc. [Member] Intertape Polymer Woven USA Inc. 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