-----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, V4bOSyz4wRru8PcK1UIL9Nt5y9xczr2XtetKyl3vbEFpFwpT3eb43dniqslMSPD9 n1svfarx8He0+cvsMQfZ2w== 0001157523-06-003909.txt : 20060420 0001157523-06-003909.hdr.sgml : 20060420 20060420172737 ACCESSION NUMBER: 0001157523-06-003909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 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: 06770803 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 a5128935.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 April 20, 2006 -------------- 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 (Commission (IRS Employer of incorporation) File Number) 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 April 20, 2006, AptarGroup, Inc. announced its results of operations and financial condition for the quarter ended March 31, 2006. The press release regarding this announcement is furnished as Exhibit 99.1 hereto. Effective with the announcement of the results of operations and financial condition for the quarter ended March 31, 2006, AptarGroup began reporting information on three business segments. Prior period information has been conformed to the new format and certain information is furnished as Exhibits 99.2 and 99.3 hereto. The information in this Item 2.02 of this Form 8-K and the Exhibits 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. --------------------------------- (d) Exhibits 99.1 Press release issued by AptarGroup, Inc. dated April 20, 2006. 99.2 Segment information for the years ended 2005 and 2004. 99.3 Segment information for the quarters ended March 31, June 30, September 30, and December 31, 2005. 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: April 20, 2006 By: /s/ Stephen J. Hagge -------------------- Stephen J. Hagge Executive Vice President, Chief Financial Officer and Secretary Exhibit Index ------------- Exhibit No. - ----------- 99.1 Press Release issued by AptarGroup, Inc. dated April 20, 2006. 99.2 Segment information for the years ended 2005 and 2004. 99.3 Segment information for the quarters ended March 31, June 30, September 30, and December 31, 2005. EX-99.1 2 a5128935ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 AptarGroup Reports Record First Quarter Revenue; Declares Dividend CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--April 20, 2006--AptarGroup, Inc. (NYSE:ATR) today reported record first quarter revenue. The Company also reported an 8% reduction in diluted earnings per share from the prior year's level due to the expensing of stock options in accordance with recent accounting regulations. FIRST QUARTER RESULTS For the quarter ended March 31, 2006, sales increased 9% to a record $375.5 million from $344.0 million in the prior year. Sales growth was favorably impacted by acquisitions which added $25.6 million, or 7%, to AptarGroup's revenue and negatively impacted by changes in exchange rates which reduced revenues by approximately 5%. Net income in the quarter, including the effects of expensing stock options, was $19.8 million compared to $22.1 million a year ago. Diluted earnings per share were $.55 per share compared to $.60 per share in the prior year. Acquisitions contributed approximately $.02 per diluted share to earnings, while stock option expenses reduced earnings by approximately $.13 per diluted share. MANAGEMENT COMMENT Commenting on the quarter, Carl A. Siebel, President and Chief Executive Officer, said, "We recorded strong top line growth over the prior year primarily due to increased demand for our dispensing closures and pharmaceutical dispensing systems, sales from acquisitions and higher tooling sales. A stronger U.S. dollar relative to the Euro and nearly flat sales of fragrance/cosmetic pumps put downward pressure on our year-over-year sales growth. For the first time, our earnings reflected the adoption of the new accounting standard relating to share-based compensation. Consequently, our quarterly results were reduced by $.13 per share because of non-cash expenses associated with stock options. Aside from the accounting change, our strong earnings in the quarter were driven by increased sales, improved productivity and cost containment efforts. BUSINESS SEGMENT PERFORMANCE Beginning with the first quarter of 2006, AptarGroup is reporting new business segments that reflect AptarGroup's realigned internal financial reporting structure. Prior period information has been conformed to the current presentation. Operations that sell spray and lotion dispensing systems to the personal care, fragrance/cosmetic and household markets now form the Beauty & Home segment. Operations that sell dispensing systems to the pharmaceutical market now form the Pharma segment. Finally, operations that sell dispensing closures to each market served by AptarGroup now form the Closures segment. For the quarter, sales of the Beauty & Home segment increased 9% to $195.3 million from $179.1 million in the prior year. Beauty & Home segment income increased to $16.6 million from $14.9 million in the prior year. The increases in Beauty & Home sales and income were primarily due to acquisitions. For the quarter, sales of the Pharma segment increased 6% to $74.6 million from $70.1 million in the prior year. Pharma segment income increased to $17.1 million from $16.3 million a year ago. The growth in the Pharma segment's results was primarily due to increased custom tooling and product sales, partially offset by currency effects. For the quarter, sales of the Closures segment increased 11% to $105.5 million from $94.7 million in the prior year. Closures segment income increased to $10.5 million from $8.3 million a year ago. The Closures segment's results were driven primarily by increased product sales, price increases related to passing through resin costs and acquisitions. OUTLOOK Siebel stated, "We expect sales to continue to increase in the second quarter although sales growth may again be negatively impacted by the U.S. dollar/Euro exchange rate. We anticipate second quarter sales of our Beauty & Home and Closures segments to grow over the prior year, in spite of ongoing price competition, due to increased volumes as well as the impact of acquisitions. Pharma segment unit volumes are expected to increase although revenue is expected to decline from last year due to lower custom tooling sales and currency effects. We anticipate that diluted earnings per share for the second quarter of 2006 will be in the range of $.70 to $.75 per share, including stock option expenses, compared to $.81 per share in the prior year which included a $.09 per share positive impact from reduced income taxes related to research and development credits in the U.S. and tax law changes in Italy." Second Quarter 2006 Estimated Diluted Earnings Per Share Three Months Ended June 30, ------------------------------ Estimated 2006 Reported 2005 -------------- -------------- Diluted Earnings Per Share Before Stock $.74 to $.79 $0.72 Option Costs ('06) and Certain Income Tax Benefits ('05) Impact of Certain Income Tax Benefits ('05) --- $0.09 Impact of Stock Option Costs ('06) (.04) --- ------------------------------ Diluted Earnings Per Share $.70 to $.75 $0.81 ============================== CASH DIVIDEND The Board of Directors declared a quarterly dividend of $.20 per share, payable May 19, 2006 to stockholders of record as of April 28, 2006. OPEN CONFERENCE CALL There will be a conference call on Friday, April 21, 2006 at 8:00 a.m. CDT to discuss AptarGroup's first quarter results. The call will last approximately one hour. 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, AptarGroup'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 AptarGroup operates, the competitive marketplace, fiscal and monetary policy, changes in foreign exchange rates, direct or indirect consequences of acts of war or terrorism, labor relations and other risks and uncertainties discussed from time to time in AptarGroup'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. The following Condensed Consolidated Financial Statements are unaudited. APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (In Thousands, Except Per Share Data) CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, ------------------------------ 2006 (1) 2005 ------------------------------ Net Sales $375,468 $343,999 Cost of Sales (exclusive of depreciation shown below) 253,786 232,478 Selling, Research & Development and Administrative 62,370 51,640 Depreciation and Other Amortization 26,913 25,532 -------------- -------------- Operating Income 32,399 34,349 Other Income/(Expense): Interest Expense (3,810) (2,738) Interest Income 911 815 Equity in Results of Affiliates 106 332 Minority Interests (46) - Miscellaneous, net (513) (305) -------------- -------------- Income before Income Taxes 29,047 32,453 Provision for Income Taxes 9,237 10,385 -------------- -------------- Net Income $19,810 $22,068 ============== ============== Net Income per Share - Basic $0.56 $0.62 ============== ============== Net Income per Share - Diluted $0.55 $0.60 ============== ============== Average Number of Shares - Basic 35,075 35,639 Average Number of Shares - Diluted 36,246 36,773 Note to Condensed Consolidated Financial Statements: (1) - For the first quarter 2006, the following amounts related to stock option expenses are included in the respective lines of the above table: Cost of Sales ($.3 million), Selling, Research & Development and Administrative ($6.8 million), Income Before Income Taxes ($7.1 million), Net Income ($4.6 million), and Net Income per Share - Diluted ($.13 per share). APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) CONSOLIDATED BALANCE SHEETS March 31, 2006 December 31, 2005 ASSETS Cash and Equivalents $120,210 $117,635 Receivables, net 289,319 260,175 Inventories 193,245 184,241 Other Current Assets 49,671 43,240 ----------------- ----------------- Total Current Assets 652,445 605,291 Net Property, Plant and Equipment 555,131 536,820 Goodwill, net 196,419 184,763 Other Assets 29,069 30,445 ----------------- ----------------- Total Assets $1,433,064 $1,357,319 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY Short-Term Obligations $124,151 $102,103 Accounts Payable and Accrued Liabilities 231,988 218,659 ----------------- ----------------- Total Current Liabilities 356,139 320,762 Long-Term Obligations 141,580 144,541 Deferred Liabilities 84,546 82,628 ----------------- ----------------- Total Liabilities 582,265 547,931 Stockholders' Equity 850,799 809,388 ----------------- ----------------- Total Liabilities and Stockholders' Equity $1,433,064 $1,357,319 ================= ================= APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) SEGMENT INFORMATION Three Months Ended March 31, ------------------------------ 2006 2005 ---- ---- SALES Beauty & Home $197,922 $180,942 Closures 105,729 95,153 Pharma 74,957 70,714 Other 226 329 -------------- -------------- Total Sales $378,834 $347,138 ============== ============== INTERSEGMENT ELIMINATIONS Beauty & Home $(2,614) $(1,835) Closures (241) (408) Pharma (343) (632) Other (168) (264) -------------- -------------- Total Intersegment Eliminations $(3,366) $(3,139) ============== ============== NET SALES Beauty & Home $195,308 $179,107 Closures 105,488 94,745 Pharma 74,614 70,082 Other 58 65 -------------- -------------- Total Net Sales $375,468 $343,999 ============== ============== SEGMENT INCOME (1) Beauty & Home $16,633 $14,896 Closures 10,537 8,262 Pharma 17,063 16,264 Corporate Expenses and Other (2) (12,287) (5,046) -------------- -------------- Income before Interest and Taxes 31,946 34,376 Less: Interest Expense, Net 2,899 1,923 -------------- -------------- Income before Income Taxes $29,047 $32,453 ============== ============== 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, stock option and corporate expenses, income taxes and unusual items. (2) - For 2006, Corporate Expenses and Other includes the total amount related to stock option expenses of $7.1 million. CONTACT: AptarGroup, Inc. Stephen J. Hagge, 815-477-0424 EX-99.2 3 a5128935ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 Segment information for the years ended 2005 and 2004 2005 2004 Sales: Beauty & Home $ 705,749 $ 652,757 Closures 386,431 355,991 Pharma 297,827 299,207 Other 1,363 1,973 ------------- ------------- Total Sales $ 1,391,370 $ 1,309,928 Less: Intersegment Sales: Beauty & Home $ 7,383 $ 8,660 Closures 1,270 1,689 Pharma 1,718 1,020 Other 990 1,951 ------------- ------------- Total Intersegment Sales $ 11,361 $ 13,320 Net Sales: Beauty & Home $ 698,366 $ 644,097 Closures 385,161 354,302 Pharma 296,109 298,187 Other 373 22 ------------- ------------- Total Net Sales $ 1,380,009 $ 1,296,608 Segment Income: Beauty & Home $ 54,009 $ 53,259 Closures 42,392 31,331 Pharma 76,004 78,601 Corporate and Other (21,312) (20,257) ------------- ------------- Income before Interest and Taxes $ 151,093 $ 142,934 Interest Expense, net (9,140) (5,757) ------------- ------------- Income before Income Taxes $ 141,953 $ 137,177 Depreciation and Amortization: Beauty & Home $ 56,398 $ 51,526 Closures 22,776 23,387 Pharma 18,160 17,691 Corporate and Other 1,908 1,889 ------------- ------------- Total Depreciation and Amortization $ 99,242 $ 94,493 Total Assets: Beauty & Home $ 790,147 $ 710,552 Closures 259,104 270,820 Pharma 221,667 241,634 Corporate and Other 86,401 151,020 ------------- ------------- Total Assets $ 1,357,319 $ 1,374,026 Capital Expenditures: Beauty & Home $ 59,365 $ 59,823 Closures 21,275 34,450 Pharma 23,390 25,105 Corporate and Other 398 367 ------------- ------------- Total Capital Expenditures $ 104,428 $ 119,745 EX-99.3 4 a5128935ex99_3.txt EXHIBIT 99.3 Exhibit 99.3 Segment information for the quarters ended March 31, June 30, September 30, and December 31, 2005
1Q 2005 2Q 2005 3Q 2005 4Q 2005 Total for 2005 Sales: Beauty & Home $ 180,942 $ 178,024 $ 170,833 $ 175,950 $ 705,749 Closures 95,153 102,148 97,955 91,175 386,431 Pharma 70,714 78,862 74,400 73,851 297,827 Other 329 337 416 281 1,363 ------------- ------------- ------------- ------------- ------------- Total Sales 347,138 359,371 343,604 341,257 1,391,370 Less: Intersegment Sales: Beauty & Home $ 1,835 $ 2,140 $ 1,686 $ 1,722 $ 7,383 Closures 408 411 251 200 1,270 Pharma 632 470 340 276 1,718 Other 264 238 243 245 990 ------------- ------------- ------------- ------------- ------------- Total Intersegment Sales 3,139 3,259 2,520 2,443 11,361 Net Sales: Beauty & Home $ 179,107 $ 175,884 $ 169,147 $ 174,228 $ 698,366 Closures 94,745 101,737 97,704 90,975 385,161 Pharma 70,082 78,392 74,060 73,575 296,109 Other 65 99 173 36 373 ------------- ------------- ------------- ------------- ------------- Total Net Sales 343,999 356,112 341,084 338,814 1,380,009 Segment Income: Beauty & Home $ 14,896 $ 15,585 $ 12,473 $ 11,055 $ 54,009 Closures 8,262 12,349 11,361 10,420 42,392 Pharma 16,264 20,293 20,234 19,213 76,004 Corporate & Other (5,046) (7,057) (4,936) (4,273) (21,312) ------------- ------------- ------------- ------------- ------------ Income before interest and taxes $ 34,376 $ 41,170 $ 39,132 $ 36,415 $ 151,093 Interest Expense, net (1,923) (2,279) (2,254) (2,684) (9,140) ------------- ------------- ------------- ------------- ------------- Income before Income Taxes $ 32,453 $ 38,891 $ 36,878 $ 33,731 $ 141,953
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