11-K 1 d366301d11k.htm FORM 11-K Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

 

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

For the transition period ____________ to ______________

Commission File Number 1-10928

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

INTERTAPE POLYMER CORP. USA EMPLOYEES’

STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN

(f/k/a Intertape Polymer Group Inc. USA Employees’

Stock Ownership and Retirement Savings Plan)

100 Paramount Drive, Suite 300

Sarasota, Florida 34232

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

INTERTAPE POLYMER GROUP INC.

9999 Cavendish Blvd., Suite 200

Ville St. Laurent, Quebec, Canada H4M 2X5

 

 

 


Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

December 31, 2016 and 2015

TABLE OF CONTENTS

 

     Page  
     Number  

Reports of Independent Registered Public Accounting Firms

     2-3  

Financial Statements

  

Statements of Net Assets Available for Benefits as of December  31, 2016 and 2015

     4  

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2016 and 2015

     5  

Notes to Financial Statements

     6-16  

Supplemental Schedule

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2016

     18  

Signature

     19  

Exhibit Index

  

Exhibit 23.1 – Consent of Frazier & Deeter, LLC, Independent Registered Public Accounting Firm

     21  

Exhibit 23.2 – Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

     22  

 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants of the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan and the Audit Committee of Intertape Polymer Corp. USA:

We have audited the accompanying statement of net assets available for benefits of the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan (the Plan) as of December 31, 2016, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ FRAZIER & DEETER, LLC

 

Tampa, Florida

June 27, 2017

 

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Trustees

Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan

We have audited the accompanying statement of net assets available for benefits of Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan (the “Plan”) as of December 31, 2015, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan as of December 31, 2015, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Tampa, Florida

June 28, 2016

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Statements of Net Assets Available for Benefits

 

 

 

     December 31,  
     2016     2015  

ASSETS

    

Investments, at fair value (See notes 4, 5, 6):

    

Mutual funds

   $ 74,988,830     $ 61,563,891  

Bond funds

     3,308,359       2,503,408  

Collective trust fund

     13,317,783       13,402,549  

Common trust fund - Intertape Polymer Group

     13,020,016       9,905,760  
  

 

 

   

 

 

 

Total investments at fair value

     104,634,988       87,375,608  
  

 

 

   

 

 

 

Receivables:

    

Notes receivable from participants

     3,032,633       2,859,662  

Employer contributions receivable

     3,119,953       2,927,442  
  

 

 

   

 

 

 

Total receivables

     6,152,586       5,787,104  
  

 

 

   

 

 

 

Total assets

     110,787,574       93,162,712  
  

 

 

   

 

 

 

LIABILITIES

    

Excess contributions payable to participants

     (42,697     (35,831
  

 

 

   

 

 

 

Total liabilities

     (42,697     (35,831
  

 

 

   

 

 

 

Net assets available for benefits

   $ 110,744,877     $ 93,126,881  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Statements of Changes in Net Assets Available for Benefits

 

 

 

     Year Ended December 31,  
     2016     2015  

ADDITIONS

    

Contributions from:

    

Employer (See note 3)

   $ 3,077,256     $ 2,891,611  

Participants

     6,011,907       5,015,989  
  

 

 

   

 

 

 

Total contributions

     9,089,163       7,907,600  
  

 

 

   

 

 

 

Investment and other income (loss):

    

Dividends

     3,082,176       3,860,818  

Net appreciation (depreciation) in fair value of investments

     8,715,630       (5,825,895

Interest on notes receivable from participants

     133,284       123,720  
  

 

 

   

 

 

 

Total investment and other income (loss)

     11,931,090       (1,841,357
  

 

 

   

 

 

 

Total additions

     21,020,253       6,066,243  
  

 

 

   

 

 

 

DEDUCTIONS

    

Benefits paid to participants

     (5,665,368     (8,426,132

Administrative expenses

     (20,840     (23,970
  

 

 

   

 

 

 

Total deductions

     (5,686,208     (8,450,102
  

 

 

   

 

 

 

Net increase (decrease) in net assets available for benefits

     15,334,045       (2,383,859

Transfer from Better Packages, Inc. 401(k) Plan

     2,283,951       —    

Net assets available for benefits at beginning of year

     93,126,881       95,510,740  
  

 

 

   

 

 

 

Net assets available for benefits at end of year

   $ 110,744,877     $ 93,126,881  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements

December 31, 2016 and 2015

 

 

1 – Description of the Plan

The following description of the Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the amended Plan document for a more complete description of the Plan’s provisions.

General

Intertape Polymer Group Inc. and its participating subsidiaries (the “Company”) established the Intertape Polymer Group Inc. Employees’ Stock Ownership and Retirement Savings Plan effective November 29, 1994. As of January 1, 2001, the Plan was amended and operates as an employee stock ownership plan (“ESOP”), and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code (“IRC”) of 1986, as amended, and is subject to the applicable provisions of the Employee Retirement Security Act of 1974, as amended (“ERISA”). As of January 1, 2008, the Plan’s name was changed to Intertape Polymer Corp. USA Employees’ Stock Ownership and Retirement Savings Plan. All other aspects of the Plan remained unchanged.

Effective January 1, 2016, the Better Packages, Inc. 401(k) Plan was merged into the Plan. On January 6, 2016, total assets transferred were $2,283,951.

Eligibility

To be eligible to enter the Plan, participants must complete 90 consecutive days of service with the Company and have attained the age of 18.

Contributions

Participants may contribute up to 100 percent of their pretax annual compensation, subject to Internal Revenue Service (“IRS”) limitations based upon the participant’s compensation level. The Company may elect to match a portion of elective contributions if a participant is credited with at least 180 service days during the Plan year and the participant is employed on the last day of the year. Matching contributions are generally based upon management’s discretion, but cannot exceed 6% of compensation. In addition, the Board of Directors, at its discretion, may make an ESOP contribution.

Effective January 1, 2013, the Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. For employees hired on or after March 1, 2014, automatically enrolled participants have their deferral rate set at 2 percent of eligible compensation and their contributions invested in the stable value fund until changed by the participant.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

1 – Description of the Plan (continued)

Furthermore, for these employees and for participants who have their deferral rate set at less than 4 percent, the participant’s deferral rate will automatically increase by 1 percent on the first payroll period occurring on or after January 1 of each year until such time as the participant’s deferral rate equals 4 percent.

Participant Accounts and Voting Rights

Each participant’s account is credited with the participant’s contributions, Company contributions, and an allocation of the Plan earnings or losses. Allocations are based on participant earnings or account balances, as defined by the Plan. Each participant is entitled to the vested portion of their account. Participants may direct the investment of their account balances into various investment options offered by the Plan.

Each participant is entitled to exercise voting rights attributable to the Company’s common stock allocated to his or her account and is notified by the trustee prior to the time that such rights are to be exercised. The trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The trustee is required, however, to vote any unallocated shares on behalf of the collective best interest of Plan participants and beneficiaries.

Vesting

Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company contributions portion of their accounts plus earnings thereon is based on years of continuous service. A participant is 20 percent vested after each year and 100 percent vested after the earlier of five years of service, upon reaching normal retirement age, death, or becoming totally and permanently disabled.

Notes Receivable from Participants

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the vested portion of the participant’s account balance. The loans are secured by the balance in the participant’s account and bear interest at a rate of one point above the prime borrowing rate, defined in the Plan document as the prime rate of interest as published in the Wall Street Journal on the date of the loan commitment. Principal and interest repayments are made ratably through payroll deductions over a period not to exceed five years, unless the loans were used to purchase a primary residence in which case the loan terms may exceed five years, up to a maximum loan term of 15 years. Interest rates for loans outstanding at December 31, 2016 and 2015 range from 4.25% to 5.00%. The Plan Administrator will suspend loan repayments for a military service leave of absence. During 2010, the Plan was amended to allow for participants to have up to two loans outstanding at any one time.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

1 – Description of the Plan (continued)

Payment of Benefits

Upon separation of service due to death, disability, or retirement, a participant is entitled to receive their benefits as a lump-sum amount equal to 100 percent of the value of the participant’s account. Certain in-service withdrawals are allowed by the Plan, in accordance with IRS limitations, for participants meeting minimum age requirements. Additionally, under certain circumstances of financial hardship, the participant is allowed to withdraw funds from the Plan.

Upon separation of service for reasons other than death, disability, or retirement, a participant shall be entitled to their benefit in the amount equal to the participant’s vested interest in the balance of his or her account.

Forfeited Accounts

When certain terminations of participation in the Plan occur, the non-vested portion of the participant’s account, as defined in the amended Plan document, represents a forfeiture. Forfeitures are used to offset employer contributions.

Unallocated Accounts

Prior to 2009, the Company made contributions to the Plan that have not been allocated to participants and have been recorded in unallocated accounts. Funds available in these unallocated accounts may be used to offset employer contributions. See Note 3 for disclosures regarding employer contributions, and forfeited and unallocated accounts.

2 – Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared using the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Payment of Benefits

Benefits are recorded when paid.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

2 – Summary of Significant Accounting Policies (continued)

Administrative Expenses

Plan administrative expenses are paid by the Company. Participant-related fees and expenses are paid by the Plan through charges to participant accounts.

Valuation of Investments, Notes Receivable from Participants and Income Recognition

The Plan’s investments are stated at fair value. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year. See Note 6 for disclosures regarding fair value measurements.

Notes receivable from participants are valued at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are treated as distributions pursuant to the terms of the Plan document.

Excess Contributions Payable to Participants

Amounts payable to participants for contributions in excess of amounts allowed by the IRS are recorded as a liability with a corresponding reduction to contributions. The Plan distributed the 2016 and 2015 excess contributions to the applicable participants prior to March 15, 2017 and 2016, respectively.

New Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965): Part (I) Fully Benefit-Responsive Investment Contracts, Part (II) Plan Investment Disclosures, Part (III) Measurement Date Practical Expedient. This three-part standard simplifies employee benefit plan reporting with respect to fully benefit-responsive investment contracts and plan investment disclosures, and provides for a measurement-date practical expedient. Part I and Part II are effective for fiscal years beginning after December 15, 2015, and should be applied retrospectively, with early application permitted. Part III is effective for fiscal years beginning after December 15, 2015, and should be applied prospectively, with early application permitted.

Part III is not applicable to the Plan, but management has elected to adopt Parts I and II early. Accordingly, the amendments were retrospectively applied, and as a result, the disclosures of individual investments that represent 5% or more of net assets available for benefits, the net appreciation or depreciation in fair value of investments by general type and the investment strategy for the Plan’s

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

2 – Summary of Significant Accounting Policies (continued)

investment measured at net asset value (“NAV”), as a practical expedient, have been removed, and the level of disaggregation of investments that are measured at fair value has been simplified by disaggregating investments by general type versus disaggregating by nature, characteristics and risks.

In May 2015, the FASB issued Accounting Standards Update 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent), (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the NAV practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. Disclosures about investments in certain entities that calculate NAV per share are limited under ASU 2015-07 to those investments for which the entity has elected to estimate the fair value using the NAV practical expedient. ASU 2015-07 is effective for public business entities for fiscal years beginning after December 15, 2015, with retrospective application to all periods presented. Early application is permitted. Management elected to adopt this guidance early and amendments were retrospectively applied.

New Standards Issued but Not Yet Effective

In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU amends various aspects of AccountingStandard Codification (ASC) Subtopic 825-10, Financial Instruments – Overall. Among other changes, this ASU eliminated the fair value of financial instrument disclosure requirements for all benefit plans. This ASU is effective for fiscal years beginning after December 15, 2018, however earlier adoption is permitted. Management does not expect the adoption of this update to have a significant impact on the Plan’s financial statements.

Subsequent Events

No adjusting events have occurred between the reporting date of these financial statements and June 27, 2017, the date the financial statements were issued.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

3 – Employer Contributions, and Forfeited and Unallocated Accounts

The following represents activity for forfeited and unallocated accounts for the 2016 and 2015 Plan years:

 

     Forfeited
Accounts
     Unallocated
Accounts
     Total  

Balances at January 1, 2015

   $ 44,615      $ 8,031      $ 52,646  

Forfeitures

     52,425        —          52,425  

Dividends and gains

     382        99        481  

Transferred to employer contribution

     (50,164      —          (50,164
  

 

 

    

 

 

    

 

 

 

Balances at December 31, 2015

     47,258        8,130        55,388  
  

 

 

    

 

 

    

 

 

 

Forfeitures

     60,225        —          60,225  

Dividends and gains (losses)

     705        (45      660  

Transferred to employer contribution

     (43,634      —          (43,634
  

 

 

    

 

 

    

 

 

 

Balances at December 31, 2016

   $ 64,554      $ 8,085      $ 72,639  
  

 

 

    

 

 

    

 

 

 

For the 2016 and 2015 Plan years, the Company’s management approved a matching contribution at a rate of 75% of participants’ contributions up to 6% of eligible salaries deferred. The Company’s Board of Directors also approved a profit-sharing contribution of 1% of employees’ eligible salaries for the 2016 and 2015 Plan years.

The employer contribution was funded on March 13, 2017, and March 11, 2016, for the 2016 and 2015 Plan years, respectively and were funded by forfeiture accounts and cash contributions by the Company, which are classified as employer contributions receivable in the accompanying statement of net assets available for benefits as of December 31, 2016 and 2015. The following presents a reconciliation of the total contribution:

 

     Plan Year  
     2016      2015  

Contributions from employer

   $ 3,077,256      $ 2,891,611  

Excess contributions payable to participants

     42,697        35,831  
  

 

 

    

 

 

 

Cash contribution due from employer

     3,119,953        2,927,442  

Forfeitures

     64,554        47,258  
  

 

 

    

 

 

 

Total contribution

   $ 3,184,507      $ 2,974,699  
  

 

 

    

 

 

 

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

4 – Investments

The Plan’s investments are held by the trustee of the Plan and invested for the benefit of the Plan’s participants. Bank of America, N.A. (“Bank of America”) is the trustee of the Plan.

At December 31, 2016 and 2015, the Plan held 662,725 shares (average cost per share of $4.0109; market value per share of $18.850) and 702,983 shares (average cost per share of $3.7180; market value per share of $13.500), respectively, of Company common stock in the common trust fund, all of which was allocated to participant accounts. The common trust fund had cash, short term investments and amounts due from broker at December 31, 2016 of $527,650. The common trust fund had cash and cash equivalents at December 31, 2015 of $414,395.

5 – Collective Trust Fund

The Plan invests in the Wells Fargo Stable Value Fund O, a stable value collective trust fund composed primarily of fully benefit-responsive investment contracts that is valued at the net asset value of units of the bank collective trust. The net asset value is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to ensure that securities liquidations will be carried out in an orderly business manner.

The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2016 and 2015, respectively:

 

     2016  

Investment type

   Fair value      Unfunded
commitments
     Redemption
frequency
     Redemption
notice period
 

Collective trust fund

   $ 13,317,783      $ —          Daily        12 months  
     2015  

Investment type

   Fair value      Unfunded
commitments
     Redemption
frequency
     Redemption
notice period
 

Collective trust fund

   $ 13,402,549      $ —          Daily        12 months  

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

6 – Fair Value Measurements

The FASB Accounting Standards Codification (the “Codification”) provides a framework for measuring fair value. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under this guidance are described below:

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 – Inputs to the valuation methodology include:

 

    Quoted prices for similar assets or liabilities in active markets;

 

    Quoted prices for identical or similar assets or liabilities in inactive markets;

 

    Inputs other than quoted prices that are observable for the asset or liability; or

 

    Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If an asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

6 – Fair Value Measurements (continued)

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.

Mutual funds/Bond funds: Valued at the quoted NAV of shares held by the Plan at year end.

Collective trust fund: Valued using the NAV practical expedient, determined by the fund manager based on the fair value of underlying assets.

Common trust fund: Valued at the fair value of the underlying assets of the fund, which includes cash and Company common stock valued at the closing price reported on the active market on which the Company’s common stock is traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value:

 

     December 31, 2016  
     Level 1      Level 2      Level 3      Total  

Mutual funds

   $ 74,988,830      $ —        $ —        $ 74,988,830  

Bond funds

     3,308,359        —          —          3,308,359  

Common trust fund

     13,020,016        —          —          13,020,016  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets in the fair value hierarchy

   $ 91,317,205      $ —        $ —          91,317,205  
  

 

 

    

 

 

    

 

 

    

Investments measured at net asset value (1)

 

        13,317,783  
           

 

 

 

Investments at fair value

            $ 104,634,988  
           

 

 

 

 

     December 31, 2015  
     Level 1      Level 2      Level 3      Total  

Mutual funds

   $ 61,563,891      $ —        $ —        $ 61,563,891  

Bond funds

     2,503,408        —          —          2,503,408  

Common trust fund

     9,905,760        —          —          9,905,760  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets in the fair value hierarchy

   $ 73,973,059      $ —        $ —          73,973,059  
  

 

 

    

 

 

    

 

 

    

Investments measured at net asset value (1)

 

        13,402,549  
           

 

 

 

Investments at fair value

            $ 87,375,608  
           

 

 

 

 

(1) In accordance with ASU 2015-12, certain investments that were measured at NAV per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2016 and 2015

 

 

7 – Related Parties and Parties-In-Interest Transactions

Transactions by the Plan with the common trust fund and notes receivable from participants qualify as parties-in-interest transactions.

8 – Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their accounts.

9 – Tax Status

The IRS issued a favorable determination letter dated June 19, 2015, in regards to the Plan. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC, in all material respects. As such, no provision for income taxes has been included in the Plan’s financial statements.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain tax position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016 and 2015, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.

The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

10 – Risks and Uncertainties

The Plan invests in various securities including mutual funds, bond funds, a collective trust fund and a common trust fund. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2015 and 2014

 

 

11 – Reconciliation of Financial Statement to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:

 

     December 31,  
     2016      2015  

Net assets available for benefits per the financial statements

   $ 110,744,877      $ 93,126,881  

Employer contributions receivable

     (3,119,953      (2,927,442

Excess contributions payable to participants

     42,697        35,831  
  

 

 

    

 

 

 

Total net assets per Form 5500

   $ 107,667,621      $ 90,235,270  
  

 

 

    

 

 

 

The following is a reconciliation of net increase (decrease) in net assets available for benefits per the financial statements to Form 5500:

 

     Year Ended December 31,  
     2016      2015  

Net increase (decrease) in net assets available for benefits per the financial statements

   $ 15,334,045      $ (2,383,859

Change in employer contributions receivable

     (192,511      (133,091

Change in excess contributions payable to participants

     6,866        (1,623
  

 

 

    

 

 

 

Net income per Form 5500

   $ 15,148,400      $ (2,518,573
  

 

 

    

 

 

 

 

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Supplemental Schedule

 

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Table of Contents

Intertape Polymer Corp. USA

Employees’ Stock Ownership and Retirement Savings Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

As of December 31, 2016

Employer ID #57-1088158 – Plan #003

 

 

(a)

  

(b)

Identity of issuer,

borrower, lessor or

similar party

  

(c)

Description of investment, including
maturity date, rate of interest, collateral,

par, or maturity value

   (e)
Current
Value
 
   American Beacon Small Cap Value I Fund    Mutual fund    $ 1,560,774  
   American Century Equity Income Fund    Mutual fund      4,222,365  
   American Century Mid Cap Value Fund    Mutual fund      7,173,679  
   American Century One Choice 2025 Fund    Mutual fund      9,369,106  
   American Century One Choice 2035 Fund    Mutual fund      4,687,637  
   American Century One Choice 2045 Fund    Mutual fund      4,230,774  
   American Century One Choice 2055 Fund    Mutual fund      194,322  
   American Century One Choice Income Fund    Mutual fund      2,765,612  
   American Funds Capital World Growth and Income Fund    Mutual fund      2,981,486  
   American Funds EuroPacific Growth Fund    Mutual fund      1,890,011  
   Baron Growth Fund    Mutual fund      2,949,212  
   BlackRock International Index    Mutual fund      252,478  
   BlackRock Small Cap Index Fund    Mutual fund      568,827  
   Clearbridge Mid Cap Institutional Fund    Mutual fund      2,731,412  
   Columbia Large Cap Index Fund    Mutual fund      11,127,290  
   Federated Mid-Cap Index Fund    Mutual fund      1,311,127  
   Franklin Growth Fund    Mutual fund      8,827,329  
   Invesco Equity & Income Fund    Mutual fund      6,024,078  
   MFS Global Equity Fund    Mutual fund      2,121,311  
        

 

 

 
           74,988,830  
        

 

 

 
   Federated Total Return Bond Fund    Bond fund      2,387,767  
   Dreyfus Bond Market Index Fund    Bond fund      505,825  
   BlackRock Inflation Protected Bond Fund    Bond fund      414,767  
        

 

 

 
           3,308,359  
        

 

 

 
   Wells Fargo Stable Value Fund O    Stable asset collective trust fund      13,317,783  
        

 

 

 
*    Intertape Polymer Group Inc.    Common trust fund      13,020,016  
        

 

 

 
*    Notes Receivable from Participants    Rates from 4.25% to 5.00%, with weekly and bi-weekly payments and maturities through 2030      3,032,633  
        

 

 

 
         $ 107,667,621  
        

 

 

 

 

* - Represents a party-in-interest.
** - Cost basis has not been included as all investments are participant-directed.

 

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Table of Contents

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

INTERTAPE POLYMER CORP. INC. USA EMPLOYEES’ STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
By:   Intertape Polymer Corp., Plan Administrator
By:  

/s/ Charmaine V. Martin

  Charmaine V. Martin, Vice President

Date: June 27, 2017

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit Number

  

Exhibit Description

23.1    Consent of Frazier & Deeter, LLC – Independent Registered Public Accounting Firm
23.2    Consent of Grant Thornton LLP – Independent Registered Public Accounting Firm

 

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