-----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, L6xMyYY194SACOeWmeKCpbI0TDMVm1lVBw2yUEnpb2/QyQUB3dAIfYGmDdvbeyCJ NW/zDHKj0ihv2S7RhwP+FQ== 0001157523-04-006405.txt : 20040715 0001157523-04-006405.hdr.sgml : 20040715 20040715172533 ACCESSION NUMBER: 0001157523-04-006405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040715 ITEM INFORMATION: FILED AS OF DATE: 20040715 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: 04916503 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 a4681420.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) July 15, 2004 ------------- AptarGroup, Inc. ---------------- (Exact name of registrant as specified in its charter) Delaware 1-11846 36-3853103 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of 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 July 15, 2004, AptarGroup, Inc. announced its results of operations and financial condition for the quarter ended June 30, 2004. 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. 2 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: July 15, 2004 By: /s/ Stephen J. Hagge -------------------- Stephen J. Hagge Executive Vice President, Chief Financial Officer and Secretary 3 Exhibit Index ------------- Exhibit No. - ----------- 99.1 Press Release of AptarGroup, Inc. dated July 15, 2004. EX-99.1 2 a4681420ex991.txt APTARGROUP, INC. EXHIBIT 99.1 Exhibit 99.1 AptarGroup Reports Record Second Quarter Results; Doubles Dividend and Increases Share Repurchase Authorization CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--July 15, 2004--AptarGroup, Inc. (NYSE:ATR) today reported record second quarter results. The Company's Board of Directors also increased the quarterly dividend to $.15 per share from $.07 per share and authorized the repurchase of an additional two million shares of common stock. SECOND QUARTER RESULTS For the quarter ended June 30, 2004, sales increased eight percent to a record $311.8 million from $288.1 million in the prior year. Approximately $2 million of the increase in sales relates to increased custom tooling sales. Sales excluding changes in foreign currency exchange rates increased approximately four percent from the prior year. Net income for the second quarter of 2004 increased to a record $22.8 million from $21.3 million a year ago. Diluted earnings per share were $.61 per share compared to $.58 per share in the prior year. SIX MONTHS RESULTS For the six months ended June 30, 2004, sales increased 13 percent to a record $627.4 million from $553.2 million in the prior year. Approximately $13 million of the increase in sales relates to increased custom tooling sales. Sales excluding changes in foreign currency exchange rates increased approximately six percent from the prior year. Net income for the first six months of 2004 increased to a record $44.0 million from $40.6 million a year ago. Diluted earnings per share were $1.18 per share compared to $1.11 per share in the prior year. MANAGEMENT COMMENT Commenting on the quarter, Carl A. Siebel, President and Chief Executive Officer, said, "Increased demand for our products together with the weak U.S. dollar vis-a-vis the Euro contributed to another quarter of growth and record sales for the Company. Excluding changes in exchange rates, sales to each market increased compared to a year ago with the exception of the pharmaceutical market, which, even though volumes increased year over year, showed a decline due to the mix of products sold. However, this decline in pharmaceutical product sales was largely offset by milestone revenue of $1 million related to a pharmaceutical customer project." Siebel added, "Our operating margins were pressured due to material price increases, price competition, the adverse effects of the weaker dollar on U.S. imports, and costs associated with the previously announced closing of a mold making facility. The Company recorded approximately $1 million of costs related to operating losses and shut down expenses of this facility in the quarter. The closing has been completed and we do not expect to incur any future significant costs related to this operation. In spite of these negative effects, the strength of our core business, the pharmaceutical project milestone, our cost containment efforts and lower income tax rates allowed us to post record quarterly earnings per share." BUSINESS SEGMENT PERFORMANCE For the quarter, sales of the Dispensing Systems segment increased eight percent, to $261.9 million from $243.2 million in the prior year. The increase is mainly due to increased sales to the food/beverage, personal care and fragrance/cosmetic markets and changes in exchange rates. For the first six months, sales increased 13 percent to $524.1 million from $462.3 million in the prior year. Second quarter EBIT (earnings before interest and taxes) for the Dispensing Systems segment increased to $35.0 million from $33.9 million in the prior year. For the first six months, EBIT for the segment increased to $66.3 million from $63.8 million in the prior year. For the quarter, sales of the SeaquistPerfect segment increased 11 percent, to $52.1 million from $46.8 million in the prior year. The increase is due to improved sales to the personal care and household markets, and the weaker U.S. dollar. For the first six months, sales increased 14 percent to $107.8 million from $94.7 million in the prior year. Second quarter EBIT for the SeaquistPerfect segment increased to $4.8 million from $4.2 million a year ago due to the mix of products sold and continued cost savings. For the first six months, EBIT increased to $10.1 million from $8.8 million in the prior year. OUTLOOK Siebel commented, "Looking to the third quarter, we are optimistic that product sales to each of the markets we serve will increase over the prior year. As I discussed in our first quarter press release, we continue to expect sales to the pharmaceutical market to improve as the year progresses. Siebel concluded, "Also, as previously mentioned last quarter, we have filed for income tax refunds totaling approximately $1.5 million in the U.S. relating to research and development expenditures incurred from 2000 through 2002. These refunds will be recognized as a reduction of our tax provision when they are received. Excluding the potential effect of these tax refunds net of related contingent consulting fees, we anticipate diluted earnings per share for the third quarter of 2004 to be in the range of $.62 to $.67 compared to $.51 per share in the prior year." CASH DIVIDEND INCREASE AND SHARE REPURCHASE PROGRAM The Board of Directors increased the quarterly dividend to $.15 per share, payable August 17, 2004 to shareholders of record as of July 27, 2004. This represents a 114% increase over the previous quarterly dividend of $.07 per share. During the quarter, the Company repurchased 100,000 shares of common stock under the current share repurchase program. Previously, the Board had authorized the Company to purchase up to three million share of common stock on the open market, of which one and one half million shares have been purchased cumulatively through the second quarter of 2004. The Board today approved the repurchase of an additional two million shares under the program bringing the total authorized to five million shares. Siebel commented, "Our strong financial position and cash generating ability has enabled the Board to take steps to enhance shareholder value. This substantial increase in the dividend rate, in combination with the increase in our share repurchase authorization, reflects our confidence in our business and our commitment to improving shareholder returns. Also, with our strong balance sheet, we remain well positioned to take advantage of strategic opportunities in the future." OPEN CONFERENCE CALL There will be a conference call on Friday, July 16, 2004 at 8:00 a.m. CDT to discuss the Company's second quarter results for 2004. 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 fragrance/cosmetic, personal care, 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 http://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 SIX MONTHS ENDED JUNE 30, JUNE 30, --------- --------- --------- --------- 2004 2003 2004 2003 --------- --------- --------- --------- Net Sales $311,844 $288,087 $627,447 $553,236 Cost of Sales (exclusive of depreciation shown below) 206,202 188,285 417,783 360,873 Selling, Research & Development and Administrative 46,793 44,849 95,062 86,298 Depreciation and Other Amortization 23,433 21,540 47,483 42,312 --------- --------- --------- --------- Operating Income 35,416 33,413 67,119 63,753 Other Income/(Expense): Interest Expense (2,495) (2,427) (4,724) (4,836) Interest Income 872 689 1,890 1,312 Equity in Results of Affiliates 251 156 693 338 Minority Interests (153) (98) (272) (117) Miscellaneous, net (388) 226 25 390 --------- --------- --------- --------- Income before Income Taxes 33,503 31,959 64,731 60,840 Provision for Income Taxes 10,721 10,610 20,714 20,285 --------- --------- --------- --------- Net Income $22,782 $21,349 $44,017 $40,555 ========= ========= ========= ========= Net Income per Share - Basic $0.62 $0.59 $1.21 $1.13 ========= ========= ========= ========= Net Income per Share - Diluted $0.61 $0.58 $1.18 $1.11 ========= ========= ========= ========= Average Number of Shares - Basic 36,527 36,031 36,464 35,984 Average Number of Shares - Diluted 37,462 36,856 37,377 36,666 APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) CONSOLIDATED BALANCE SHEETS June 30, 2004 December 31, 2003 ASSETS Cash and Equivalents $187,068 $164,982 Receivables, net 246,326 231,976 Inventories 176,496 165,207 Other Current Assets 27,524 40,289 ----------------- ----------------- Total Current Assets 637,414 602,454 Net Property, Plant and Equipment 473,717 483,431 Goodwill, net 135,171 136,660 Other Assets 44,664 41,798 ----------------- ----------------- Total Assets $1,290,966 $1,264,343 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY Short-Term Obligations $68,573 $96,710 Accounts Payable and Accrued Liabilities 199,508 186,510 ----------------- ----------------- Total Current Liabilities 268,081 283,220 Long-Term Obligations 147,374 125,196 Deferred Liabilities 71,866 72,876 ----------------- ----------------- Total Liabilities 487,321 481,292 Stockholders' Equity 803,645 783,051 ----------------- ----------------- Total Liabilities and Stockholders' Equity $1,290,966 $1,264,343 ================= ================= APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) SEGMENT INFORMATION THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------- ------------------- 2004 2003 2004 2003 --------- --------- --------- --------- NET SALES Dispensing Systems $261,879 $243,164 $524,114 $462,332 SeaquistPerfect 52,054 46,785 107,815 94,651 Intersegment Eliminations (2,089) (1,862) (4,482) (3,747) --------- --------- --------- --------- Total Net Sales $311,844 $288,087 $627,447 $553,236 ========= ========= ========= ========= EARNINGS (1) Dispensing Systems $34,970 $33,894 $66,267 $63,793 SeaquistPerfect 4,758 4,231 10,050 8,799 Corporate Expenses and Other (4,602) (4,428) (8,752) (8,228) Strategic Initiative Charges - - - - Patent Dispute Settlement - - - - --------- --------- --------- --------- Earnings before Interest and Taxes (EBIT) 35,126 33,697 67,565 64,364 Less: Interest Expense, Net 1,623 1,738 2,834 3,524 --------- --------- --------- --------- Income before Income Taxes $33,503 $31,959 $64,731 $60,840 ========= ========= ========= ========= 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. CONTACT: AptarGroup, Inc. Stephen J. Hagge, 815-477-0424 -----END PRIVACY-ENHANCED MESSAGE-----