-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WadR5ciomp3dsg5EypDx0r7vMtvfvDc9WJedtqDaWwlXR1/erQhy6iCZZvPeRy5D D+lCEt/8hkXy0wE9RIBrsQ== 0001157523-04-001242.txt : 20040211 0001157523-04-001242.hdr.sgml : 20040211 20040211171446 ACCESSION NUMBER: 0001157523-04-001242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040211 ITEM INFORMATION: FILED AS OF DATE: 20040211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363853103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11846 FILM NUMBER: 04587285 BUSINESS ADDRESS: STREET 1: 475 W TERRA COTTA AVE STREET 2: STE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154770424 MAIL ADDRESS: STREET 1: 475 W. TERRA COTTA AVE. SUITE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 8-K 1 a4570798.txt APTARGROUP, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 11, 2004 ----------------- AptarGroup, Inc. (Exact name of registrant as specified in its charter) Delaware 1-11846 36-3853103 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 475 West Terra Cotta Avenue, Suite E, Crystal Lake, IL 60014 - ------------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 815-477-0424. ------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 12. Results of Operations and Financial Condition. --------------------------------------------- On February 11, 2004, AptarGroup, Inc. announced its results of operations and financial condition for the quarter and year ended December 31, 2003. The press release regarding this announcement is furnished as Exhibit 99.1 hereto. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Signatures - ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AptarGroup, Inc. Date: February 11, 2004 By: /s/ Stephen J. Hagge -------------------- Stephen J. Hagge Executive Vice President, Chief Financial Officer and Secretary Exhibit Index ------------- Exhibit No. - ----------- 99.1 Press Release of AptarGroup, Inc. dated February 11, 2004. EX-99 3 a4570798ex991.txt EXHIBIT 99.1 Exhibit 99.1 Record Fourth Quarter Sales Propel AptarGroup Past One Billion Dollar Sales Mark CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--Feb. 11, 2004--AptarGroup, Inc. (NYSE:ATR) today reported record sales and net income for the fourth quarter and year 2003. Annual sales surpassed the one billion mark for the first time. Fourth Quarter Results For the quarter ended December 31, 2003, sales increased 19 percent to $280.1 million from $235.1 million in the prior year. Sales excluding changes in foreign currency exchange rates increased approximately seven percent from the prior year. Approximately $8 million of the increase in sales relates to custom tooling sales. Net income for the fourth quarter of 2003 was $20.0 million versus $18.1 million a year ago. Diluted earnings per share were $.54 per share compared to $.50 per share in the prior year. Annual Results For the year ended December 31, 2003, sales increased 20 percent to $1.1 billion from $926.7 million in the prior year. Sales excluding changes in foreign currency exchange rates increased approximately nine percent from the prior year. Approximately $29 million of the increase in sales relates to custom tooling sales. Net income for the year increased to $79.7 million from $66.6 million a year ago. Diluted earnings per share were $2.16 per share compared to $1.82 per share in the prior year. The results for the year 2003 include a third quarter charge of approximately $1.3 million ($.8 million after taxes) related to research and development costs associated with acquired dry powder technology. In 2002, the Company recorded charges of $4.2 million ($2.7 million after taxes) related to a patent dispute settlement and $1.7 million ($1.1 million after taxes) for its Strategic Initiative. Management Comment Commenting on the quarter, Carl A. Siebel, President and Chief Executive Officer, said, "We are pleased to report another quarter of record results. Higher unit volume, custom tooling sales and the weaker U.S. dollar contributed to the sales increase. Excluding foreign currency translation effects, sales to the personal care, pharmaceutical, and food/beverage markets increased. Sales to the household market were flat and fragrance/cosmetic market sales declined from the prior year." Siebel added, "Our operating income for the fourth quarter increased over the prior year and contributed to the record fourth quarter earnings per share. However, operating income as a percent of sales continues to be adversely impacted by the effect of the weaker dollar on cross-currency transactions, custom tooling sales which typically have a lower margin than our product sales and continued price competition." Reflecting on the year, Siebel said, "We are very pleased to report that 2003 sales surpassed the $1 billion mark and our profits reached a record level. This reflects the strength of the Company due to the diversity of our product range, markets served and geographic presence." Business Segment Performance For the quarter, sales of the Dispensing Systems segment increased 18 percent, to $231.7 million from $196.4 million in the prior year. The increase is mainly due to increased sales to the personal care, pharmaceutical, and food/beverage markets which were partially offset by reduced sales to the fragrance/cosmetic market. Additionally, changes in exchange rates also positively affected sales. For the year, sales increased 21 percent to $928.9 million from $766.8 million in the prior year. Fourth quarter EBIT (earnings before interest and taxes) for the Dispensing Systems segment increased to $30.4 million from $28.5 million in the prior year. For the year, EBIT for the segment increased to $125.3 million from $114.5 million in the prior year. For the quarter, sales of the SeaquistPerfect segment increased 23 percent, to $50.7 million from $41.3 million in the prior year. The increase is primarily due to the weaker U.S. dollar and increased sales of custom tooling and products for the personal care market. For the year, sales increased 14 percent to $193.8 million from $170.3 million in the prior year. Fourth quarter EBIT for the SeaquistPerfect segment increased to $2.6 million from $1.8 million a year ago. For the year, EBIT increased to $16.1 million from $11.1 million in the prior year. Outlook Siebel commented, "Our ability to forecast continues to be hampered by the short horizon of sales visibility. Presently, we expect continued softness in demand from the fragrance/cosmetic market in the first quarter of 2004 to be offset by increased demand from other markets. We anticipate that diluted earnings per share for the first quarter of 2004 will equal or slightly exceed the $.53 per share recorded in the prior year. Despite what looks to be a relatively slow start to 2004, we are cautiously optimistic on the year as a whole." Open Conference Call There will be a conference call on Thursday, February 12, 2004 at 8:00 a.m. CST to discuss the Company's results. The call will last approximately one hour and feature remarks by Carl A. Siebel and Stephen J. Hagge, AptarGroup's Chief Financial Officer. Interested parties are invited to listen to a live webcast by visiting the Investor Relations page at www.aptargroup.com. Replay of the conference call can also be accessed on the Investor Relations page of the web site. AptarGroup, Inc. is a leading global supplier of a broad range of innovative dispensing systems for the personal care, fragrance/cosmetic, pharmaceutical, household and food/beverage markets. AptarGroup is headquartered in Crystal Lake, Illinois, with manufacturing facilities in North America, Europe, Asia and South America. For more information, visit the AptarGroup web site at www.aptargroup.com. This press release contains forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on management's beliefs as well as assumptions made by and information currently available to management. Accordingly, the Company's actual results may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist including, but not limited to, those related to overall business conditions in the various markets in which the Company operates, fiscal and monetary policy, changes in foreign exchange rates, direct or indirect consequences of acts of war or terrorism and other risks and uncertainties discussed from time to time in the Company's filings with the Securities and Exchange Commission, including its Form 10-K's and 10-Q's. Readers are cautioned not to place undue reliance on forward-looking statements. APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except Per Share Data) CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------ 2003 2002 2003 2002 ------------------------------------------ Net Sales $280,143 $235,066 $1,114,689 $926,691 Cost of Sales (exclusive of depreciation shown below) 185,391 151,214 732,038 593,723 Selling, Research & Development and Administrative 42,932 37,878 171,604 148,348 Depreciation and Other Amortization 22,065 18,940 85,851 72,141 Acquired Research & Development Charge - - 1,250 - Strategic Initiative Costs: Severance and Other - 234 - 1,238 Patent Dispute Settlement - - - 4,168 ------------------------------------------ Operating Income 29,755 26,800 123,946 107,073 Other Income/(Expense): Interest Expense (2,600) (2,335) (9,846) (10,695) Interest Income 968 914 2,945 2,083 Equity in Results of Affiliates 401 254 928 191 Minority Interests 5 118 (250) 167 Miscellaneous, net (533) 90 (453) (461) ------------------------------------------ Income before Income Taxes 27,996 25,841 117,270 98,358 Provision for Income Taxes 7,979 7,786 37,591 31,711 ------------------------------------------ Net Income (1), (2) $20,017 $18,055 $79,679 $66,647 ========================================== Net Income per Share - Basic $0.55 $0.50 $2.21 $1.86 ========================================== Net Income per Share - Diluted $0.54 $0.50 $2.16 $1.82 ========================================== Average Number of Shares - Basic 36,298 35,918 36,119 35,918 Average Number of Shares - Diluted 37,210 36,419 36,901 36,623 Note to Condensed Consolidated Financial Statements: (1) For the year ended December 31, 2003, net income includes a charge of $1,250 related to Acquired Research & Development less a tax benefit of $413. (2) For the three months ended December 31, 2002, net charges related to the Company's Strategic Initiative included $10 recorded in Cost of Sales, $234 of Severance and Other, less a tax benefit of $91. For the year ended December 31, 2002, net charges related to the Company's Strategic Initiative included $305 recorded in Cost of Sales, $140 recorded in Depreciation and Other Amortization, and $1,238 of Severance and Other, less a tax benefit of $632. For the year ended December 31, 2002, net charges relating to the Patent Dispute Settlement include the charge of $4,168 less a tax benefit of $2,737. APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) CONSOLIDATED BALANCE SHEETS DECEMBER 31, DECEMBER 31, 2003 2002 ASSETS Cash and Equivalents $164,982 $90,205 Receivables, net 231,976 197,881 Inventories 165,207 127,828 Other Current Assets 40,289 31,282 ------------- ------------- Total Current Assets 602,454 447,196 Net Property, Plant and Equipment 483,431 434,817 Goodwill, net 136,660 128,930 Other Assets 41,798 36,728 ------------- ------------- Total Assets $1,264,343 $1,047,671 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Short-Term Obligations $96,710 $7,722 Accounts Payable and Accrued Liabilities 186,510 154,966 ------------- ------------- Total Current Liabilities 283,220 162,688 Long-Term Obligations 125,196 219,182 Deferred Liabilities 72,876 71,334 ------------- ------------- Total Liabilities 481,292 453,204 Stockholders' Equity 783,051 594,467 ------------- ------------- Total Liabilities and Stockholders' Equity $1,264,343 $1,047,671 ============= ============= APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) SEGMENT INFORMATION THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, --------------------------------------- 2003 2002 2003 2002 ------------------ -------------------- NET SALES Dispensing Systems $231,714 $196,350 $928,887 $766,768 SeaquistPerfect 50,718 41,269 193,813 170,320 Intersegment Eliminations (2,289) (2,553) (8,011) (10,397) ------------------ -------------------- Total Net Sales $280,143 $235,066 $1,114,689 $926,691 ================== ==================== EARNINGS (1) Dispensing Systems $30,404 $28,540 $125,330 $114,517 SeaquistPerfect 2,598 1,828 16,063 11,070 Corporate Expenses and Other (3,374) (2,862) (15,972) (12,766) Acquired Research & Development Charge (2) - - (1,250) - Strategic Initiative Charges (2) - (244) - (1,683) Patent Dispute Settlement (2) - - - (4,168) ------------------ -------------------- Earnings before Interest and Taxes (EBIT) 29,628 27,262 124,171 106,970 Less: Interest Expense, Net 1,632 1,421 6,901 8,612 ------------------ -------------------- Income before Income Taxes $27,996 $25,841 $117,270 $98,358 ================== ==================== Notes to Condensed Consolidated Financial Statements: (1) - The Company evaluates performance of its business units and allocates resources based upon earnings before interest expense in excess of interest income, corporate expenses and income taxes (collectively referred to as "EBIT") excluding unusual items. (2) - The Acquired Research & Development Charge, Strategic Initiative Charges and the Patent Dispute Settlement relate to the Dispensing Systems segment. CONTACT: AptarGroup, Inc. Stephen J. Hagge, 815-477-0424 -----END PRIVACY-ENHANCED MESSAGE-----