-----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, VyXFjtUQptSMP7CKm66lF/DfrYpvt/VreN0cz3vCF/Ay9nXtDvOVB1tEIxihE7dP tjpoVL76SYZjb1dg51VOMw== 0001157523-05-006335.txt : 20050720 0001157523-05-006335.hdr.sgml : 20050720 20050720171640 ACCESSION NUMBER: 0001157523-05-006335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050720 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050720 DATE AS OF CHANGE: 20050720 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: 05964435 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 a4934637.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 July 20, 2005 ------------- Date of Report (Date of earliest event reported) 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, Illinois, 60014 ------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: 815-477-0424. ------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02 Results of Operations and Financial Condition. --------------------------------------------- On July 20, 2005 AptarGroup, Inc. announced its results of operations and financial condition for the quarter ended June 30, 2005. 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. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (c) Exhibits 99.1 Press release issued by AptarGroup, Inc. dated July 20, 2005. 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 20, 2005 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 issued by AptarGroup, Inc. dated July 20, 2005. EX-99.1 2 a4934637-ex991.txt EXHIBIT 99.1 Exhibit 99.1 AptarGroup Reports All-Time High Quarterly Results; Boosts Dividend 33 Percent CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--July 20, 2005--AptarGroup, Inc. (NYSE:ATR) today reported record quarter results and declared an increased quarterly dividend. SECOND QUARTER RESULTS For the quarter ended June 30, 2005, sales increased 14 percent to a record $356.1 million from $311.8 million in the prior year. Sales excluding changes in foreign currency exchange rates increased approximately 11 percent from the prior year. Net income for the second quarter of 2005 increased to a record $29.3 million from $22.8 million a year ago. Diluted earnings per share increased 33 percent to $.81 per share compared to $.61 per share in the prior year. Net income for the second quarter included reduced income taxes of approximately $3.2 million ($.09 per diluted share) related to research and development credits in the U.S. and tax changes in Italy. SIX MONTHS RESULTS For the six months ended June 30, 2005, sales increased 12 percent to a record $700.1 million from $627.4 million in the prior year. Sales excluding changes in foreign currency exchange rates increased approximately 8 percent from the prior year. Net income for the first six months of 2005, including the second quarter tax benefits described above, increased to a record $51.4 million from $44.0 million a year ago. Diluted earnings per share increased 19 percent to $1.41 per share compared to $1.18 per share in the prior year. MANAGEMENT COMMENT Commenting on the quarter, Carl A. Siebel, President and Chief Executive Officer, said, "We are pleased to report that we continued to build on the momentum we experienced in the first quarter. We achieved a record level of quarterly sales as a result of strong demand for our products from the personal care, pharmaceutical, household and food/beverage markets. Sales to the fragrance/cosmetic market slowed in the quarter and were approximately equal to the prior year's level." Siebel added, "With increased volumes, we were able to leverage our infrastructure and realize operating efficiencies. In addition, we were successful in passing through the majority of our raw material cost increases. These factors contributed to our record earnings per share." BUSINESS SEGMENT PERFORMANCE For the quarter, sales of the Dispensing Systems segment increased 12 percent, to $294.5 million from $261.9 million in the prior year. The increase is mainly due to increased sales to the personal care, pharmaceutical and food/beverage markets and changes in exchange rates. For the first six months, sales increased 10 percent to $575.8 million from $524.1 million in the prior year. Dispensing Systems segment income (income before interest expense in excess of interest income, corporate expenses, income taxes and unusual items) increased to $39.7 million from $35.0 million in the prior year. For the first six months, Dispensing Systems segment income increased to $71.8 million from $66.3 million in the prior year. For the quarter, sales of the SeaquistPerfect segment increased 23 percent, to $64.2 million from $52.1 million in the prior year. The increase is due to improved sales to the personal care and household markets and the inclusion of sales from EP Spray System SA, which was acquired in the first quarter of this year. For the first six months, sales increased 20 percent to $129.6 million from $107.8 million in the prior year. Second quarter SeaquistPerfect segment income increased to $6.3 million from $4.8 million a year ago. For the first six months, SeaquistPerfect segment income increased to $13.1 million from $10.1 million in the prior year. OUTLOOK Siebel commented, "We are optimistic that the trends we have experienced in the second quarter will continue into the third quarter. At the present time, we believe demand for our dispensing systems from all of the markets we serve, other than the fragrance/cosmetic market, will improve over prior year levels. In addition, we plan to reduce and redeploy certain personnel at our French fragrance/cosmetic operations. We plan to implement this program over a three year period and we expect to realize cost savings over time. Anticipated charges related to the first phase of this effort will be approximately $3 million in the second half of 2005 and will be recorded in the quarter in which they are recognizable for accounting purposes." Siebel concluded, "Excluding any effects of this program, we expect diluted earnings per share for the third quarter of 2005 to be in the range of $.70 to $.75 compared to $.68 per share in the prior year." CASH DIVIDEND INCREASE The Board of Directors increased the quarterly dividend to $.20 per share, payable August 23, 2005 to shareholders of record as of August 2, 2005. This represents a 33 percent increase over the previous quarterly dividend of $.15 per share. Siebel commented, "Our Board continues to evaluate ways to enhance shareholder value. While we want to maintain flexibility to pursue opportunities that could contribute to our growth, we also recognize that our strong financial position and cash generating ability allow us to return value to shareholders in the form of dividends. This increase, which follows last year's doubling of the dividend, is a clear indication of our commitment to our shareholders and our confidence in our business." SHARE REPURCHASE ACTIVITY During the quarter, the Company repurchased 631,000 shares of common stock bringing the cumulative total shares repurchased under the current share repurchase program to approximately 3.5 million shares. At the end of the second quarter, the remaining balance of shares authorized for repurchase under the program was approximately 1.5 million shares. OPEN CONFERENCE CALL There will be a conference call on Thursday July 21, 2005 at 8:00 a.m. CDT to discuss the Company's second quarter results for 2005. 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, ------------------------------------------- 2005 2004 2005 2004 ------------------------------------------- Net Sales $356,112 $311,844 $700,111 $627,447 Cost of Sales (exclusive of depreciation shown below) 238,641 206,202 471,119 417,783 Selling, Research & Development and Administrative 51,060 46,793 102,700 95,062 Depreciation and Other Amortization 25,282 23,433 50,814 47,483 ------------------------------------------- Operating Income 41,129 35,416 75,478 67,119 Other Income/(Expense): Interest Expense (3,026) (2,495) (5,764) (4,724) Interest Income 747 872 1,562 1,890 Equity in Results of Affiliates 503 251 835 693 Minority Interests 71 (153) 71 (272) Miscellaneous, net (533) (388) (838) 25 ------------------------------------------- Income before Income Taxes 38,891 33,503 71,344 64,731 Provision for Income Taxes 9,567 10,721 19,952 20,714 ------------------------------------------- Net Income $29,324 $22,782 $51,392 $44,017 =========================================== Net Income per Share - Basic $0.83 $0.62 $1.45 $1.21 =========================================== Net Income per Share - Diluted $0.81 $0.61 $1.41 $1.18 =========================================== Average Number of Shares - Basic 35,226 36,527 35,431 36,464 Average Number of Shares - Diluted 36,321 37,462 36,526 37,377 APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) CONSOLIDATED BALANCE SHEETS June 30, 2005 December 31, 2004 ASSETS Cash and Equivalents $123,526 $170,368 Receivables, net 277,971 266,894 Inventories 186,516 189,349 Other Current Assets 31,469 34,618 --------------- ------------------ Total Current Assets 619,482 661,229 Net Property, Plant and Equipment 498,910 534,762 Goodwill, net 144,716 140,239 Other Assets 44,243 37,796 --------------- ------------------ Total Assets $1,307,351 $1,374,026 =============== ================== LIABILITIES AND STOCKHOLDERS' EQUITY Short-Term Obligations $83,948 $63,292 Accounts Payable and Accrued Liabilities 209,224 213,569 --------------- ------------------ Total Current Liabilities 293,172 276,861 Long-Term Obligations 141,376 142,581 Deferred Liabilities 75,012 81,387 --------------- ------------------ Total Liabilities 509,560 500,829 Stockholders' Equity 797,791 873,197 --------------- ------------------ Total Liabilities and Stockholders' Equity $1,307,351 $1,374,026 =============== ================== APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) SEGMENT INFORMATION THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------------------------------- 2005 2004 2005 2004 --------------------- --------------------- NET SALES Dispensing Systems $294,485 $261,879 $575,801 $524,114 SeaquistPerfect 64,152 52,054 129,610 107,815 Intersegment Eliminations (2,525) (2,089) (5,300) (4,482) --------------------- --------------------- Total Net Sales $356,112 $311,844 $700,111 $627,447 ===================== ===================== SEGMENT INCOME (1) Dispensing Systems $39,700 $34,970 $71,827 $66,267 SeaquistPerfect 6,329 4,758 13,073 10,050 Corporate Expenses and Other (4,859) (4,602) (9,354) (8,752) --------------------- --------------------- Income before Interest and Taxes 41,170 35,126 75,546 67,565 Less: Interest Expense, Net 2,279 1,623 4,202 2,834 --------------------- --------------------- Income before Income Taxes $38,891 $33,503 $71,344 $64,731 ===================== ===================== Notes to Condensed Consolidated Financial Statements: (1) - The Company evaluates performance of its business units and allocates resources based upon income before interest expense in excess of interest income, corporate expenses, income taxes and unusual items. CONTACT: AptarGroup, Inc. Stephen J. Hagge, 815-477-0424 -----END PRIVACY-ENHANCED MESSAGE-----