-----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, ImjLCaRA4gvr4xQ7U3b53QAm5Nk645LFD1paF0QaLf5Ihy/JQr4XMyDAyJ27Ylx9 ybQD4UXL4qnzxgzsLQBpXQ== 0001157523-09-002704.txt : 20090415 0001157523-09-002704.hdr.sgml : 20090415 20090415171902 ACCESSION NUMBER: 0001157523-09-002704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090415 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090415 DATE AS OF CHANGE: 20090415 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: 09751951 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 a5940819.htm 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 15, 2009
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

incorporation)

(Commission File Number)

 

(IRS Employer 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 15, 2009, AptarGroup, Inc. (“AptarGroup”) announced its results of operations and financial condition for the quarter ended March 31, 2009.  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, 2009, AptarGroup began reporting information on its three business segments that reflected a new corporate expense allocation method that was implemented on January 1, 2009. Prior period information has been conformed to the new format and certain information is furnished as Exhibit 99.2 hereto.

The information in 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 they 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 15, 2009.        

          99.2      Segment information for the quarters ended March 31, June 30, September 30, and December 31, 2008 and 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: April 15, 2009 By:

/s/ Stephen J. Hagge

Stephen J. Hagge

Executive Vice President and Chief
Operating Officer


Exhibit Index

99.1 Press Release issued by AptarGroup, Inc. dated April 15, 2009.
 
99.2

Segment information for the quarters ended March 31, June 30, September 30, and December 31, 2008 and 2007.

EX-99.1 2 a5940819ex991.htm EXHIBIT 99.1

Exhibit 99.1

AptarGroup, Inc. Reports First Quarter Results;
Announces Facility Consolidation Plan;
Declares Quarterly Dividend

CRYSTAL LAKE, Ill.--(BUSINESS WIRE)--April 15, 2009--AptarGroup, Inc. (NYSE:ATR) today reported first quarter results and announced a plan to consolidate several facilities. Also, the Board of Directors today declared a quarterly cash dividend of $.15 per share.

First Quarter 2009 Summary

  • Sales volumes declined on general economic weakness
  • Reported results were adversely affected by changes in currency exchange rates
  • Underutilized capacity negatively impacted Beauty & Home segment income
  • Profit margins improved in Pharma and Closures segments
  • Facility consolidation plan announced

FIRST QUARTER RESULTS

For the quarter ended March 31, 2009, sales decreased 19% to $431.8 million from $532.3 million a year ago. Product and custom tooling sales declined 10%, changes in exchange rates accounted for an additional 10% decline and acquisitions contributed 1% to sales.

Commenting on the quarter, Peter Pfeiffer, President and CEO, said, “The challenging business conditions that we experienced in the fourth quarter of last year continued through the first quarter. Changes in currency exchange rates also had a negative impact on our results compared to the prior year.”

 
First Quarter Segment Sales Analysis
(Change From Prior Year)
 
  Beauty &  

 

 

 

  Total
Home  

Closures

 

Pharma

  AptarGroup
Product and Custom Tooling Sales -17% -6% -1% -10%
Currency Effects -9% -10% -10% -10%
Acquisitions 1%   3%   1%   1%
Reported Change in Sales -25%   -13%   -10%   -19%

Pfeiffer added, “Our Beauty & Home segment sales declined mainly due to a drop in demand from the fragrance/cosmetic market. Decreased sales to the personal care market in the Closures segment was partially offset by increased sales to the food/beverage market. Also, both the Beauty & Home and Closures segments experienced some increased price pressure. Our Pharma segment sales were stable and nearly equal to the prior year excluding currency effects.

On a consolidated basis, operating income declined 28% to $39.3 million, down from $54.7 million a year ago. Though we benefited from multiple cost reductions, the effects of the sales downturn were significant and we could not offset the resulting underutilized capacity in our Beauty & Home segment. Beauty & Home segment income declined 64% to $10.3 million. Despite decreased overall sales, Closures segment income increased 8% to $11.6 million primarily due to cost savings and the normal delay in the pass-through of lower resin costs. Pharma segment income declined 4% to $28.4 million due to currency effects.”

Diluted earnings per share decreased 27% to $.38 per share compared to $.52 per share in the prior year.

FACILITY CONSOLIDATION

The Company today announced a plan to consolidate two French dispensing closure manufacturing facilities and several sales offices in North America and Europe. The locations affected are part of AptarGroup’s Closures and Beauty & Home segments. The total costs associated with the consolidation plan are estimated to be approximately $6 million. The charges will be recorded in the quarter in which they are recognizable for accounting purposes with the majority expected in 2009. Annual savings are estimated to be approximately $3 million primarily beginning in 2010.

Commenting on the consolidation plan, Peter Pfeiffer stated, “These actions will better align our manufacturing activities with our customers’ needs and allow us to more cost-effectively manage our sales operations. These steps are in addition to our traditional cost containment efforts. We are streamlining our structure without sacrificing our ability to respond quickly to market demands.”

OUTLOOK

Pfeiffer commented, “Looking forward, our visibility continues to be very limited. Presently we expect that the conditions we experienced in the first quarter will continue into the second quarter. Excluding any effects of the facility consolidation plan, we expect diluted earnings per share for the second quarter of 2009 to be in the range of $.37 to $.42 per share compared to $.64 per share in the prior year.


Difficult economic conditions have historically presented opportunities as well as challenges. The present situation, severe as it may be, is no different. While future sales visibility remains low, presently we expect that demand, particularly in our Beauty & Home and Closures segments, will increase in the second half of the year. While we have been reducing costs, we have not reduced our research and development efforts. We believe that our strong balance sheet, experienced management team and dedicated employees will enable us to weather the current economic situation and that when conditions improve, our innovative new products will drive market share growth.”

OPEN CONFERENCE CALL

There will be a conference call on Thursday April 16, 2009 at 7:00 a.m. CDT to discuss AptarGroup’s first quarter results for 2009. 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.

CASH DIVIDEND AND SHARE REPURCHASE PROGRAM

The Board of Directors declared a quarterly dividend of $.15 per share, payable May 20, 2009 to shareholders of record as of April 29, 2009. Also during the quarter, the Company repurchased approximately 177,000 shares of common stock for $4.8 million leaving approximately 4.4 million shares authorized for repurchase at the end of the first quarter.

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, economic, environmental or political conditions in the various markets and countries in which AptarGroup operates, changes in customer and/or consumer spending levels; financial conditions of customers and suppliers; fluctuations in the cost of raw materials, components and other input costs; the Company’s ability to increase prices, contain costs and improve productivity; changes in capital availability or cost, including interest rate fluctuations; the competitive marketplace; fiscal and monetary policy; changes in foreign currency exchange rates; direct or indirect consequences of acts of war or terrorism; and labor relations. For additional information on these and other risks and uncertainties, please see AptarGroup’s filings with the Securities and Exchange Commission, including its Form 10-K’s and Form 10-Q’s. Readers are cautioned not to place undue reliance on forward-looking statements. AptarGroup undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


   
APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
 
(In Thousands, Except Per Share Data)
CONSOLIDATED STATEMENTS OF INCOME
 
Three Months Ended
March 31,

2009

2008

 
Net Sales $ 431,816 $ 532,258
Cost of Sales (exclusive of depreciation
shown below) 289,721 362,780
Selling, Research & Development and
Administrative 72,688 81,824
Depreciation and Other Amortization 30,101   32,955  
Operating Income (1) 39,306 54,699
Other Income/(Expense):
Interest Expense (3,447 ) (4,607 )
Interest Income 1,275 3,449
Equity in Results of Affiliates 0 97
Minority Interests 71 22
Miscellaneous, net (119 ) (944 )
Income before Income Taxes 37,086 52,716
Provision for Income Taxes 10,421   15,815  
Net Income $ 26,665   $ 36,901  
 
Net Income per Share - Basic $ 0.39   $ 0.54  
Net Income per Share - Diluted $ 0.38   $ 0.52  
 
Average Number of Shares – Basic 67,677 68,168
Average Number of Shares - Diluted 70,312 71,072
 
Notes to Condensed Consolidated Financial Statements:
(1) - Included in total Operating Income are expenses related to stock options of approximately $5.0 million in the first quarter of 2009 and $7.2 million in the first quarter of 2008.

   
APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
(continued)
(In Thousands)
CONSOLIDATED BALANCE SHEETS
 
March 31, 2009 December 31, 2008
ASSETS
 
Cash and Equivalents $ 203,882 $ 192,072
Receivables, net 308,222 343,937
Inventories 221,254 244,775
Other Current Assets 73,356 78,965
Total Current Assets 806,714 859,749
Net Property, Plant and Equipment 696,865 720,882
Goodwill, net 221,141 227,041
Other Assets 23,194 24,150
Total Assets $ 1,747,914 $ 1,831,822
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Short-Term Obligations $ 74,960 $ 64,619
Accounts Payable and Accrued Liabilities 259,314 310,408
Total Current Liabilities 334,274 375,027
Long-Term Obligations 229,714 226,888
Deferred Liabilities 88,027 98,877
Total Liabilities 652,015 700,792
Stockholders' Equity 1,095,899 1,131,030
Total Liabilities and Stockholders' Equity $ 1,747,914 $ 1,831,822

   
APTARGROUP, INC.
Condensed Consolidated Financial Statements (Unaudited)
(continued)
(In Thousands)
SEGMENT INFORMATION
 
Three Months Ended
March 31,
 

2009

2008

NET SALES
 
Beauty & Home $ 211,672 $ 283,763
Closures 117,176 134,276
Pharma 102,925 114,215
Other 43   4  
Total Net Sales $ 431,816   $ 532,258  
 
SEGMENT INCOME (1)
 
Beauty & Home $ 10,336 $ 28,400
Closures 11,617 10,804
Pharma 28,429 29,562
Corporate Expenses and Other (11,124 ) (14,892 )
Income before Interest and Taxes 39,258 53,874
Less: Interest Expense, Net 2,172   1,158  
Income before Income Taxes $ 37,086   $ 52,716  
 
SEGMENT INCOME %
Beauty & Home 4.9 % 10.0 %
Closures 9.9 % 8.0 %
Pharma 27.6 % 25.9 %
 
Income before Interest and Taxes 9.1 % 10.1 %
 
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 certain corporate expenses, income taxes and unusual items. Prior year amounts have been revised to reflect the current method used to allocate certain corporate costs.

CONTACT:
AptarGroup, Inc.
Stephen J. Hagge
815/477-0424

EX-99.2 3 a5940819ex992.htm EXHIBIT 99.2

Exhibit 99.2

Segment information for the quarters ended March 31, June 30, September 30, and
December 31, 2008 and 2007

1Q 2008 2Q 2008 3Q 2008 4Q 2008 Total for 2008
 
Segment Income:
Beauty & Home $ 28,400 $ 25,945 $ 21,067 $ 12,821 $ 88,233
Closures 10,804 12,493 12,280 8,337 43,914
Pharma 29,562 34,549 34,104 27,135 125,350
Corporate Expenses & Other (14,892 ) (7,385 ) (8,772 ) 87   (30,962 )
Income before interest and taxes $ 53,874 $ 65,602 $ 58,679 $ 48,380 $ 226,535
Less: Interest Expense, net (1,158 ) (926 ) (1,786 ) (1,697 ) (5,567 )
Income before Income Taxes $ 52,716 $ 64,676 $ 56,893 $ 46,683 $ 220,968
 

1Q 2007

2Q 2007

3Q 2007

4Q 2007

Total for 2007

Segment Income:
Beauty & Home $ 25,377 $ 25,560 $ 24,542 $ 19,645 $ 95,124
Closures 13,661 13,046 11,988 9,442 48,137
Pharma 22,404 26,080 29,058 26,904 104,446
Corporate Expenses & Other (15,039 ) (7,862 ) (8,339 ) (5,898 ) (37,138 )
Income before interest and taxes $ 46,403 $ 56,824 $ 57,249 $ 50,093 $ 210,569
Less: Interest Expense, net (3,221 ) (2,856 ) (2,658 ) (1,839 ) (10,574 )
Income before Income Taxes $ 43,182 $ 53,968 $ 54,591 $ 48,254 $ 199,995

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