-----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, KWmJmHaqpARachBs0X0bRayCSVw+/ef8BJ0sD3BoXjAdDP4Ln1peWbXqoLRU6BPt AEi265dB3f9AF0OcydNivQ== 0001157523-07-001318.txt : 20070209 0001157523-07-001318.hdr.sgml : 20070209 20070208175512 ACCESSION NUMBER: 0001157523-07-001318 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070206 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070209 DATE AS OF CHANGE: 20070208 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: 07593898 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 a5330579.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 February 6, 2007 ---------------- 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 February 8, 2007, AptarGroup, Inc. announced its results of operations and financial condition for the quarter and year ended December 31, 2006. The press release regarding this announcement is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers (e) The bonuses of Carl Siebel, President and Chief Executive Officer, Peter Pfeiffer, Vice Chairman of the Board, and Stephen Hagge, Executive Vice President and Chief Financial Officer and Secretary, are discretionary as determined by the Compensation Committee of the Board of Directors after reviewing AptarGroup's overall performance, strategic actions implemented and individual leadership achievements. Based upon an evaluation of these criteria, including, in particular, the strong financial performance of AptarGroup during 2006 in which AptarGroup reported record net sales and earnings per share and achieved its 41st consecutive year of sales growth, the Compensation Committee determined on February 6, 2007, the total 2006 bonuses for Messrs. Siebel, Pfeiffer and Hagge as follows: o Carl Siebel - $760,000 in cash o Peter Pfeiffer - $480,000 in cash o Stephen Hagge - $435,000 total bonus, of which $385,000 was taken in cash and, pursuant to Mr. Hagge's election, $50,000 was taken in the form of restricted stock units ("RSUs"). According to a program approved by the Compensation Committee, executive officers electing to receive a portion of their annual bonus in the form of RSUs will receive an additional grant of RSUs equal to 20% of the annual bonus amount taken in the form of RSUs. Mr. Hagge was therefore granted additional RSUs with an approximate value of $10,000. In total, Mr. Hagge was granted 980 RSUs with an approximate value of $60,000 based on the closing share price on the New York Stock Exchange of $61.25 on February 8, 2007. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press release issued by AptarGroup, Inc. dated February 8, 2007. 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 8, 2007 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 February 8, 2007. EX-99.1 2 a5330579ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 AptarGroup Caps Record Year with Strong Fourth Quarter Results CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--Feb. 8, 2007--AptarGroup, Inc. (NYSE:ATR) today reported record fourth quarter and annual results. Highlights -- Fourth quarter sales increase 25% pushing annual sales to record $1.6 billion -- Earnings per share of $.77 for the quarter and $2.87 for the year -- Strong fourth quarter results for the Company's Beauty & Home and Pharma segments -- Over 1 million shares repurchased in the year FOURTH QUARTER RESULTS For the quarter ended December 31, 2006, sales increased 25% to a record $422.4 million from $338.8 million in the fourth quarter of 2005. Increased demand for AptarGroup's innovative dispensing systems and higher custom tooling sales accounted for 14% of the sales growth. Changes in exchange rates represented approximately 7% of the growth while sales from acquired companies contributed 4%. Commenting on the quarter, Carl A. Siebel, President and Chief Executive Officer, said, "I am happy to report that we completed the year with a strong fourth quarter performance, particularly in our Beauty & Home and Pharma segments. Strong demand for our products across each of our business segments, as well as foreign currency effects and contributions from our recent strategic acquisitions, contributed to our sales growth." Fourth Quarter Segment Sales Analysis (Growth Over Prior Year) Beauty & Total Home Closures Pharma AptarGroup ------------------------------------- Product and Custom Tooling Sales 15% 14% 12% 14% Currency Effects 6% 5% 7% 7% Sales from Acquired Companies 6% 5% 0% 4% ------------------------------------- Total Growth 27% 24% 19% 25% ===================================== Siebel added, "Strong product sales drove operating income to a record fourth quarter level of $40.8 million in spite of the negative impact of $2.0 million related to the expensing of stock options that began in 2006, as well as a challenging competitive environment and rising material and utility costs. In addition, we experienced operational difficulties in our European Closures business which reduced our Closures segment's income during the quarter and hindered our overall operating income growth." Beauty & Home segment income increased 59% to $17.5 million, Closures segment income decreased 9% to $9.5 million, and Pharma segment income increased 16% to $22.2 million. Diluted earnings per share increased 17% to $.77 per share compared to $.66 per share in the prior year. Included in 2006 earnings per share is a negative impact of approximately $.04 per share related to stock option expense and a positive tax benefit of approximately $.03 per share primarily related to tax law changes in Germany. Acquisitions were slightly accretive in the quarter. Additionally, the Company spent $13.3 million to repurchase approximately 223,000 shares of its common stock in the quarter. ANNUAL RESULTS Commenting on AptarGroup's full year performance, Siebel said, "Each of our business segments enjoyed solid sales growth during the year enabling us to achieve our 41st consecutive year of sales growth and report record sales of $1.6 billion, up 16% from $1.4 billion in 2005." Increased product and custom tooling sales accounted for 8% of the Company's sales growth, sales from acquired companies contributed 7%, and changes in exchange rates added 1%. Operating income increased to a record $161.6 million up from $149.8 million a year ago, in spite of the negative impact of a $13.3 million charge related to the expensing of stock options that began in 2006. Strong product sales, improved capacity utilization, and cost containment efforts, including savings from the previously announced Redeployment Program in France that began in 2005, more than offset higher material costs and a challenging competitive price environment. Diluted earnings per share reached a record level of $2.87 per share, up from $2.77 per share a year ago. Included in the 2006 earnings per share is a negative impact of approximately $.24 per share related to stock option expense and the positive impact of the tax benefit mentioned above of approximately $.03 per share (for a net negative impact of $.21 per share). The 2005 earnings per share included a positive impact of approximately $.09 per share related to prior years' research and development tax credits in the U.S. and reduced taxes in Italy, as well as the negative impact of approximately $.07 per share related to the Redeployment Program (for a net positive impact of $.02 per share). Acquisitions were slightly accretive in 2006. Also, the Company spent $57.7 million to repurchase approximately 1.1 million shares of common stock in 2006 leaving 2 million shares authorized for repurchase at the end of the year. OUTLOOK Siebel commented, "Demand for our convenient dispensing systems is expected to improve across each of our business segments in the coming quarter, and given the current foreign currency environment, we anticipate strong sales improvement over the prior year. We are still in an environment of rising material costs but we are committed to mitigating these effects where possible by passing such increases along in our selling prices. The competitive environment also remains challenging. However, we will continue to focus on being the innovation leader in our niche and, as a result, deliver unique value to our customers, and ultimately, to end consumers. We estimate that diluted earnings per share for the first quarter of 2007 will be in the range of $.68 to $.73 per share compared to $.55 per share in the prior year." OPEN CONFERENCE CALL There will be a conference call on Friday February 9, 2007 at 8:00 a.m. CST to discuss the Company's fourth quarter and annual results for 2006. 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 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 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. 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, ----------------------- ----------------------- 2006 (1) 2005 2006 (2) 2005 ----------- ----------- ----------- ----------- Net Sales $422,387 $338,814 $1,601,385 $1,380,009 Cost of Sales (exclusive of depreciation shown below) 289,448 227,724 1,086,269 927,585 Selling, Research & Development and Administrative 61,044 51,076 238,907 203,389 Depreciation and Other Amortization 31,103 24,443 114,606 99,242 ----------- ----------- ----------- ----------- Operating Income 40,792 35,571 161,603 149,793 Other Income/(Expense): Interest Expense (4,799) (3,355) (16,985) (12,144) Interest Income 1,461 671 4,214 3,004 Equity in Results of Affiliates 86 429 506 1,646 Minority Interests 14 259 (80) 342 Miscellaneous, net 202 156 (952) (688) ----------- ----------- ----------- ----------- Income before Income Taxes 37,756 33,731 148,306 141,953 Provision for Income Taxes 10,581 10,019 45,410 41,919 ----------- ----------- ----------- ----------- Net Income $27,175 $23,712 $102,896 $100,034 =========== =========== =========== =========== Net Income per Share - Basic $0.79 $0.68 $2.95 $2.84 =========== =========== =========== =========== Net Income per Share - Diluted $0.77 $0.66 $2.87 $2.77 =========== =========== =========== =========== Average Number of Shares - Basic 34,530 34,903 34,827 35,188 Average Number of Shares - Diluted 35,427 35,935 35,872 36,177 Notes to Condensed Consolidated Financial Statements: (1) - For the fourth quarter 2006, the following amounts related to stock option expenses are included in the respective lines of the above table: Cost of Sales ($.2 million), Selling, Research & Development and Administrative ($1.8 million), Income Before Income Taxes ($2.0 million), Net Income ($1.3 million), and Net Income per Share - Basic and Diluted ($.04 per share). (2) - For the year 2006, the following amounts related to stock option expenses are included in the respective lines of the above table: Cost of Sales ($.9 million), Selling, Research & Development and Administrative ($12.4 million), Income Before Income Taxes ($13.3 million), Net Income ($8.7 million), and Net Income per Share - Basic ($.25 per share) and Diluted ($.24 per share). APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) CONSOLIDATED BALANCE SHEETS December 31, December 31, 2006 2005 ASSETS Cash and Equivalents $170,576 $117,635 Receivables, net 320,969 260,175 Inventories 226,455 184,241 Other Current Assets 44,820 43,240 ------------ ------------ Total Current Assets 762,820 605,291 Net Property, Plant and Equipment 591,077 536,820 Goodwill, net 207,882 184,763 Other Assets 30,233 30,445 ------------ ------------ Total Assets $1,592,012 $1,357,319 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Short-Term Obligations $127,424 $102,103 Accounts Payable and Accrued Liabilities 272,761 218,659 ------------ ------------ Total Current Liabilities 400,185 320,762 Long-Term Obligations 168,877 144,541 Deferred Liabilities 76,550 82,628 ------------ ------------ Total Liabilities 645,612 547,931 Stockholders' Equity 946,400 809,388 ------------ ------------ Total Liabilities and Stockholders' Equity $1,592,012 $1,357,319 ============ ============ APTARGROUP, INC. Condensed Consolidated Financial Statements (Unaudited) (continued) (In Thousands) SEGMENT INFORMATION Three Months Ended Year Ended December 31, December 31, ----------------------- ----------------------- 2006 2005 2006 2005 ----------- ----------- ----------- ----------- SALES Beauty & Home $226,617 $175,950 $849,736 $705,749 Closures 112,750 91,175 442,321 386,431 Pharma 87,985 73,851 323,647 297,827 Other 495 281 1,397 1,363 ----------- ----------- ----------- ----------- Total Sales $427,847 $341,257 $1,617,101 $1,391,370 =========== =========== =========== =========== INTERSEGMENT ELIMINATIONS Beauty & Home $(4,815) $(1,722) $(12,643) $(7,383) Closures (285) (200) (1,118) (1,270) Pharma (89) (276) (1,044) (1,718) Other (271) (245) (911) (990) ----------- ----------- ----------- ----------- Total Intersegment Eliminations $(5,460) $(2,443) $(15,716) $(11,361) =========== =========== =========== =========== NET SALES Beauty & Home $221,802 $174,228 $837,093 $698,366 Closures 112,465 90,975 441,203 385,161 Pharma 87,896 73,575 322,603 296,109 Other 224 36 486 373 ----------- ----------- ----------- ----------- Total Net Sales $422,387 $338,814 $1,601,385 $1,380,009 =========== =========== =========== =========== SEGMENT INCOME (1) Beauty & Home $17,524 $11,055 $72,396 $54,009 Closures 9,483 10,420 44,031 42,392 Pharma 22,199 19,213 80,841 76,004 Corporate Expenses and Other (2) (8,112) (4,273) (36,191) (21,312) ----------- ----------- ----------- ----------- Income before Interest and Taxes 41,094 36,415 161,077 151,093 Less: Interest Expense, Net 3,338 2,684 12,771 9,140 ----------- ----------- ----------- ----------- Income before Income Taxes $37,756 $33,731 $148,306 $141,953 =========== =========== =========== =========== 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 the fourth quarter and year-to-date 2006, Corporate Expenses and Other includes the total amounts related to stock option expenses of $2.0 million and $13.3 million, respectively. CONTACT: AptarGroup, Inc. Stephen J. Hagge 815-477-0424 -----END PRIVACY-ENHANCED MESSAGE-----