e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
[x] |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007
OR
[ ] |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM
TO
COMMISSION FILE NUMBER 1-11846
AptarGroup, Inc.
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DELAWARE
(State of Incorporation)
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36-3853103
(I.R.S. Employer Identification No.) |
475 WEST TERRA COTTA AVENUE, SUITE E, CRYSTAL LAKE, ILLINOIS 60014
815-477-0424
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date (July 19, 2007).
AptarGroup, Inc.
Form 10-Q
Quarter Ended June 30, 2007
INDEX
i
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
AptarGroup, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
In thousands, except per share amounts
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Net Sales |
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$ |
472,876 |
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$ |
398,625 |
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$ |
922,717 |
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$ |
774,093 |
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Operating Expenses: |
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Cost of sales
(exclusive of depreciation shown below) |
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318,595 |
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268,518 |
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618,855 |
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522,304 |
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Selling, research & development and
administrative |
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65,805 |
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58,087 |
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139,530 |
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120,457 |
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Depreciation and amortization |
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30,944 |
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28,250 |
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60,181 |
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55,163 |
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415,344 |
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354,855 |
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818,566 |
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697,924 |
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Operating Income |
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57,532 |
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43,770 |
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104,151 |
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76,169 |
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Other Income (Expense): |
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Interest expense |
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(4,612 |
) |
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(3,897 |
) |
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(9,455 |
) |
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(7,707 |
) |
Interest income |
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1,756 |
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|
830 |
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3,378 |
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1,741 |
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Equity in results of affiliates |
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111 |
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137 |
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|
268 |
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|
243 |
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Minority interests |
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1 |
|
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|
(86 |
) |
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18 |
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|
(132 |
) |
Miscellaneous, net |
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(820 |
) |
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(422 |
) |
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(1,210 |
) |
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(935 |
) |
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(3,564 |
) |
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(3,438 |
) |
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(7,001 |
) |
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(6,790 |
) |
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Income Before Income Taxes |
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53,968 |
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40,332 |
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97,150 |
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69,379 |
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Provision for Income Taxes |
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17,000 |
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12,664 |
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30,602 |
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21,901 |
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Net Income |
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$ |
36,968 |
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$ |
27,668 |
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$ |
66,548 |
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$ |
47,478 |
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Net Income Per Common Share: |
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Basic |
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$ |
0.54 |
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$ |
0.39 |
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$ |
0.96 |
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$ |
0.68 |
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Diluted |
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$ |
0.52 |
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$ |
0.39 |
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$ |
0.93 |
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$ |
0.66 |
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Average Number of Shares Outstanding: |
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Basic |
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69,037 |
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70,078 |
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69,113 |
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70,114 |
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Diluted |
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71,443 |
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71,722 |
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71,886 |
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72,378 |
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Dividends Declared Per Common Share |
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$ |
0.13 |
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$ |
0.10 |
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$ |
0.24 |
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$ |
0.20 |
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See accompanying notes to condensed consolidated financial statements.
1
AptarGroup, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
In thousands, except per share amounts
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June 30, |
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December 31, |
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2007 |
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2006 |
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Assets |
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Current Assets: |
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Cash and equivalents |
$ |
|
195,223 |
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$ |
170,576 |
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Accounts and notes receivable, less allowance for doubtful
accounts of $11,406 in 2007 and $10,963 in 2006 |
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380,144 |
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320,969 |
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Inventories, net |
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258,464 |
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226,455 |
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Prepaid expenses and other current assets |
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60,500 |
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44,820 |
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894,331 |
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762,820 |
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Property, Plant and Equipment: |
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Buildings and improvements |
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248,885 |
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236,743 |
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Machinery and equipment |
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1,284,054 |
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1,212,386 |
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1,532,939 |
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1,449,129 |
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Less: Accumulated depreciation |
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(944,948 |
) |
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(872,241 |
) |
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587,991 |
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576,888 |
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Land |
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14,648 |
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14,189 |
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602,639 |
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591,077 |
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Other Assets: |
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Investments in affiliates |
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3,578 |
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|
3,388 |
|
Goodwill |
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|
214,059 |
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207,882 |
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Intangible assets, net |
|
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18,430 |
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|
19,820 |
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Other non-current assets |
|
|
4,280 |
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7,025 |
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240,347 |
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238,115 |
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Total Assets |
$ |
|
1,737,317 |
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$ |
1,592,012 |
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|
See accompanying notes to condensed consolidated financial statements.
2
AptarGroup, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
In thousands, except per share amounts
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June 30, |
|
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December 31, |
|
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2007 |
|
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2006 |
|
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Liabilities and Stockholders Equity |
|
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Current Liabilities: |
|
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Notes payable |
$ |
|
152,353 |
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$ |
100,583 |
|
Current maturities of long-term obligations |
|
|
26,447 |
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|
26,841 |
|
Accounts payable and accrued liabilities |
|
|
318,962 |
|
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|
272,761 |
|
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|
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|
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497,762 |
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400,185 |
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Long-Term Obligations |
|
|
146,479 |
|
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|
168,877 |
|
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|
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Deferred Liabilities and Other: |
|
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Deferred income taxes |
|
|
32,245 |
|
|
|
33,741 |
|
Retirement and deferred compensation plans |
|
|
44,231 |
|
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|
40,134 |
|
Deferred and other non-current liabilities |
|
|
8,040 |
|
|
|
2,112 |
|
Commitments and contingencies |
|
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Minority interests |
|
|
553 |
|
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|
563 |
|
|
|
|
|
|
|
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|
85,069 |
|
|
|
76,550 |
|
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Stockholders Equity: |
|
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|
|
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Preferred stock, $.01 par value, 1 million shares
authorized, none outstanding |
|
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|
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|
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Common stock, $.01 par value |
|
|
789 |
|
|
|
392 |
|
Capital in excess of par value |
|
|
217,265 |
|
|
|
195,343 |
|
Retained earnings |
|
|
893,211 |
|
|
|
844,921 |
|
Accumulated other comprehensive income |
|
|
134,872 |
|
|
|
109,505 |
|
Less treasury stock at cost, 10.2 and 9.3 million shares as of June 30, 2007
and December 31, 2006 |
|
|
(238,130 |
) |
|
|
(203,761 |
) |
|
|
|
|
|
|
|
|
|
1,008,007 |
|
|
|
946,400 |
|
|
|
|
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|
Total Liabilities and Stockholders Equity |
$ |
|
1,737,317 |
|
|
$ |
1,592,012 |
|
|
|
|
|
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|
See accompanying notes to condensed consolidated financial statements.
3
AptarGroup, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
In thousands, brackets denote cash outflows
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Six Months Ended June 30, |
|
2007 |
|
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2006 |
|
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|
|
|
|
|
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Cash Flows From Operating Activities: |
|
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|
|
|
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|
Net income |
$ |
|
66,548 |
|
$ |
|
47,478 |
|
Adjustments to reconcile net income to net cash provided by operations: |
|
|
|
|
|
|
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|
Depreciation |
|
|
57,993 |
|
|
|
53,506 |
|
Amortization |
|
|
2,188 |
|
|
|
1,657 |
|
Stock option based compensation |
|
|
10,840 |
|
|
|
9,255 |
|
Provision for bad debts |
|
|
621 |
|
|
|
891 |
|
Labor redeployment |
|
|
(233 |
) |
|
|
(558 |
) |
Minority interests |
|
|
(18 |
) |
|
|
132 |
|
Deferred income taxes |
|
|
(5,168 |
) |
|
|
(4,202 |
) |
Retirement and deferred compensation plans |
|
|
2,380 |
|
|
|
2,196 |
|
Equity in results of affiliates in excess of cash distributions received |
|
|
(268 |
) |
|
|
(195 |
) |
Changes in balance sheet items, excluding
effects from foreign currency adjustments: |
|
|
|
|
|
|
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|
Accounts receivable |
|
|
(49,955 |
) |
|
|
(37,481 |
) |
Inventories |
|
|
(26,096 |
) |
|
|
(12,690 |
) |
Prepaid and other current assets |
|
|
(5,335 |
) |
|
|
(2,840 |
) |
Accounts payable and accrued liabilities |
|
|
32,916 |
|
|
|
14,871 |
|
Income taxes payable |
|
|
7,296 |
|
|
|
5,458 |
|
Other changes, net |
|
|
(1,470 |
) |
|
|
(82 |
) |
|
|
|
|
Net Cash Provided by Operations |
|
|
92,239 |
|
|
|
77,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(56,198 |
) |
|
|
(55,106 |
) |
Disposition of property and equipment |
|
|
813 |
|
|
|
5,146 |
|
Intangible assets acquired |
|
|
(506 |
) |
|
|
(1,924 |
) |
Acquisition of businesses |
|
|
(5,151 |
) |
|
|
(21,315 |
) |
Collection of notes receivable, net |
|
|
93 |
|
|
|
199 |
|
|
|
|
|
Net Cash Used by Investing Activities |
|
|
(60,949 |
) |
|
|
(73,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities: |
|
|
|
|
|
|
|
|
Proceeds from notes payable |
|
|
51,478 |
|
|
|
19,055 |
|
Proceeds from long-term obligations |
|
|
|
|
|
|
4,642 |
|
Repayments of long-term obligations |
|
|
(23,000 |
) |
|
|
(6,639 |
) |
Dividends paid |
|
|
(16,603 |
) |
|
|
(14,030 |
) |
Proceeds from stock options exercises |
|
|
10,919 |
|
|
|
9,817 |
|
Purchase of treasury stock |
|
|
(37,122 |
) |
|
|
(22,672 |
) |
Excess tax benefit from exercise of stock options |
|
|
2,774 |
|
|
|
1,052 |
|
|
|
|
|
Net Cash Used by Financing Activities |
|
|
(11,554 |
) |
|
|
(8,775 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rate Changes on Cash |
|
|
4,911 |
|
|
|
8,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash and Equivalents |
|
|
24,647 |
|
|
|
4,261 |
|
Cash and Equivalents at Beginning of Period |
|
|
170,576 |
|
|
|
117,635 |
|
|
|
|
|
Cash and Equivalents at End of Period |
$ |
|
195,223 |
|
$ |
|
121,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Non-cash Financing Activities: |
|
|
|
|
|
|
|
|
Capital lease obligations |
$ |
|
|
|
|
|
1,780 |
|
See accompanying notes to condensed consolidated financial statements.
4
AptarGroup, Inc.
Notes to Condensed Consolidated Financial Statements
(Amounts in Thousands, Except per Share Amounts, or Otherwise Indicated)
(Unaudited)
NOTE
1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include the accounts of
AptarGroup, Inc. and its subsidiaries. The terms AptarGroup or Company as used herein refer to
AptarGroup, Inc. and its subsidiaries.
In the opinion of management, the unaudited condensed consolidated financial statements
include all adjustments, consisting of only normal recurring adjustments, necessary for the fair
statement of consolidated financial position, results of operations, and cash flows for the interim
periods presented. The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosure normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States of
America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures made are adequate to make the information presented not
misleading. Accordingly, these unaudited consolidated financial statements and related notes
should be read in conjunction with the consolidated financial statements and notes thereto included
in the Companys Annual Report on Form 10-K for the year ended December 31, 2006. The results of
operations of any interim period are not necessarily indicative of the results that may be expected
for the year.
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards
(SFAS) 123(R), Share-Based Payment. This statement replaces SFAS 123, Accounting for
Stock-Based Compensation and supersedes Accounting Principles Board Opinion (APB) 25. SFAS
123(R) requires that all share-based compensation be recognized as an expense in the financial
statements and that such cost be measured at the fair value of the award. Also under the new
standard, excess tax benefits related to issuance of equity instruments under share-based payment
arrangements are considered financing instead of operating cash flow activities. The Company has
adopted the modified prospective method of applying SFAS 123(R), which requires the recognition of
compensation expense on a prospective basis.
Effective January 1, 2007, the Company adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, Accounting for Income Tax Uncertainty in Income
Taxes (FIN 48). As a result of the implementation of FIN 48, the Company recognized a $1.6
million increase in the liability for income tax uncertainties. The increase was accounted for as
a reduction to the January 1, 2007 balance of retained earnings, as required by FIN 48.
NOTE
2 - INVENTORIES
At June 30, 2007 and December 31, 2006, approximately 20% and 21%, respectively, of the total
inventories are accounted for by using the LIFO method. Inventories, by component net of reserves,
consisted of:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
Raw materials |
|
$ |
92,586 |
|
|
$ |
84,470 |
|
Work in progress |
|
|
61,940 |
|
|
|
49,377 |
|
Finished goods |
|
|
107,458 |
|
|
|
95,403 |
|
|
|
|
|
|
Total |
|
|
261,984 |
|
|
|
229,250 |
|
Less LIFO Reserve |
|
|
(3,520 |
) |
|
|
(2,795 |
) |
|
|
|
|
|
Total |
|
$ |
258,464 |
|
|
$ |
226,455 |
|
|
|
|
|
|
|
|
5
NOTE 3 GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill since the year ended December 31, 2006 are as
follows by reporting segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharma |
|
Beauty & Home |
|
|
Closures |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006 |
|
$ |
23,158 |
|
|
$ |
148,073 |
|
|
$ |
36,651 |
|
|
$ |
207,882 |
|
Acquisitions (See Note 11) |
|
|
|
|
|
|
3,472 |
|
|
|
|
|
|
|
3,472 |
|
Foreign currency exchange effects |
|
|
539 |
|
|
|
1,597 |
|
|
|
569 |
|
|
|
2,705 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2007 |
|
$ |
23,697 |
|
|
$ |
153,142 |
|
|
$ |
37,220 |
|
|
$ |
214,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below shows a summary of intangible assets as of June 30, 2007 and December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
Weighted Average |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Amortization |
|
|
Carrying |
|
|
Accumulated |
|
|
Net |
|
|
Carrying |
|
|
Accumulated |
|
|
Net |
|
Period (Years) |
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents |
|
|
14 |
|
|
$ |
17,793 |
|
|
$ |
(10,672 |
) |
|
$ |
7,121 |
|
|
$ |
17,267 |
|
|
$ |
(9,750 |
) |
|
$ |
7,517 |
|
License agreements and other |
|
|
8 |
|
|
|
21,864 |
|
|
|
(10,555 |
) |
|
|
11,309 |
|
|
|
21,196 |
|
|
|
(8,893 |
) |
|
|
12,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
|
|
|
|
$ |
39,657 |
|
|
$ |
(21,227 |
) |
|
$ |
18,430 |
|
|
$ |
38,463 |
|
|
$ |
(18,643 |
) |
|
$ |
19,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate amortization expense for the intangible assets above for the quarters ended June 30,
2007 and 2006 was $1,114 and $866, respectively. Aggregate amortization expense for the intangible
assets above for the six months ended June 30, 2007 and June 30, 2006 was $2,188 and $1,657,
respectively.
Estimated amortization expense for the years ending December 31 is as follows:
|
|
|
|
|
2007 |
|
$ |
4,257 |
|
2008 |
|
|
4,059 |
|
2009 |
|
|
3,394 |
|
2010 |
|
|
2,687 |
|
2011 |
|
|
1,087 |
|
Future amortization expense may fluctuate depending on changes in foreign currency rates. The
estimates for amortization expense noted above are based upon foreign exchange rates as of June 30,
2007.
NOTE 4 TOTAL COMPREHENSIVE INCOME
AptarGroups total comprehensive income was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
36,968 |
|
|
$ |
27,668 |
|
|
$ |
66,548 |
|
|
$ |
47,478 |
|
Add: Foreign currency translation
adjustments |
|
14,541 |
|
|
|
42,678 |
|
|
|
25,383 |
|
|
|
60,287 |
|
Net gain/loss on derivatives (net of tax) |
|
(85 |
) |
|
|
|
|
|
|
(81 |
) |
|
|
|
|
Pension liability adjustment (net of tax) |
|
(33 |
) |
|
|
|
|
|
|
64 |
|
|
|
(19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
51,391 |
|
|
$ |
70,346 |
|
|
$ |
91,914 |
|
|
$ |
107,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
NOTE 5 RETIREMENT AND DEFERRED COMPENSATION PLANS
Components of Net Periodic Benefit Cost:
Three months ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans |
|
|
Foreign Plans |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
947 |
|
|
$ |
987 |
|
|
$ |
385 |
|
|
$ |
344 |
|
Interest cost |
|
|
772 |
|
|
|
661 |
|
|
|
416 |
|
|
|
348 |
|
Expected return on plan assets |
|
|
(668 |
) |
|
|
(604 |
) |
|
|
(180 |
) |
|
|
(146 |
) |
Amortization of prior service cost |
|
|
1 |
|
|
|
1 |
|
|
|
(50 |
) |
|
|
18 |
|
Amortization of net loss |
|
|
161 |
|
|
|
151 |
|
|
|
194 |
|
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
1,213 |
|
|
$ |
1,196 |
|
|
$ |
765 |
|
|
$ |
713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans |
|
|
Foreign Plans |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
1,924 |
|
|
$ |
1,974 |
|
|
$ |
768 |
|
|
$ |
673 |
|
Interest cost |
|
|
1,510 |
|
|
|
1,322 |
|
|
|
819 |
|
|
|
682 |
|
Expected return on plan assets |
|
|
(1,355 |
) |
|
|
(1,208 |
) |
|
|
(352 |
) |
|
|
(285 |
) |
Amortization of prior service cost |
|
|
2 |
|
|
|
2 |
|
|
|
33 |
|
|
|
36 |
|
Amortization of net loss |
|
|
180 |
|
|
|
302 |
|
|
|
252 |
|
|
|
294 |
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
2,261 |
|
|
$ |
2,392 |
|
|
$ |
1,520 |
|
|
$ |
1,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMPLOYER CONTRIBUTIONS
The Company previously disclosed in its financial statements for the year ended December 31,
2006, that it expected to contribute approximately $1 million to its domestic defined benefit plans
and approximately $1.9 million to its foreign defined benefit plans in 2007. As of June 30, 2007,
the Company has contributed approximately $0.7 million to its foreign plans and has not yet
contributed to its domestic plans.
NOTE 6 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company maintains a foreign exchange risk management policy designed to establish a framework
to protect the value of the Companys non-functional denominated transactions from adverse changes
in exchange rates. Sales of the Companys products can be denominated in a currency different from
the currency in which the related costs to produce the product are denominated. Changes in
exchange rates on such inter-country sales impact the Companys results of operations. The
Companys policy is not to engage in speculative foreign currency hedging activities, but to
minimize its net foreign currency transaction exposure defined as firm commitments and transactions
recorded and denominated in currencies other than the functional currency. The Company may use
foreign currency forward exchange contracts, options and cross currency swaps to hedge these risks.
The Company maintains an interest rate risk management strategy to minimize significant,
unanticipated earnings fluctuations that may arise from volatility in interest rates.
For derivative instruments designated as hedges, the Company formally documents the nature and
relationships between the hedging instruments and the hedged items, as well as the risk management
objectives, strategies for undertaking the various hedge transactions, and the method of assessing
hedge effectiveness. Additionally, in order to designate any derivative instrument as a hedge of
an anticipated transaction, the significant characteristics and expected terms of any anticipated
transaction must be specifically identified, and it must be probable that the anticipated
transaction will occur.
FAIR VALUE HEDGES
The Company has an interest rate swap to convert a portion of its fixed-rate debt into
variable-rate debt. Under the interest rate swap contract, the Company exchanges, at specified
intervals, the difference between fixed-rate and floating-rate amounts, which is calculated based
on an agreed upon notional amount.
As of June 30, 2007, the Company recorded the fair value of derivative instrument of $0.6
million in other non-current assets with a corresponding increase to debt related to the
fixed-to-variable interest rate swap agreement with a notional principal value of $20 million. No
gain or loss related to the change in fair value was recorded in the income statement for the three
and six months ended June 30, 2007 or 2006 as any hedge ineffectiveness for the period was
immaterial.
CASH FLOW HEDGES
As of June 30, 2007, the Company had one foreign currency cash flow hedge. A French entity of
AptarGroup, AptarGroup Holding SAS, has hedged the risk of variability in Euro equivalent
associated with the cash flows of an intercompany loan granted in Brazilian Real. The forward
contracts utilized were designated as a hedge of the changes in the cash flows relating to the
changes in foreign currency rates relating to the loan and related forecasted interest. The
notional amount of the foreign currency forward contracts utilized to hedge cash flow exposure was
6.7 million Brazilian Real ($3.5 million) as of June 30, 2007. There were no foreign currency
forward contracts utilized to hedge cash flow exposures as of June 30, 2006.
7
During the six months ended June 30, 2007, the Company did not recognize any net gain (loss)
as any hedge ineffectiveness for the period was immaterial, and the Company did not recognize any
net gain (loss) related to the portion of the hedging instrument excluded from the assessment of
hedge effectiveness. The Companys foreign currency forward contracts hedge forecasted
transactions for approximately five years (March 2012).
HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS
A significant number of the Companys operations are located outside of the United States.
Because of this, movements in exchange rates may have a significant impact on the translation of
the financial condition and results of operations of the Companys foreign entities. A
strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on the
Companys financial condition and results of operations. Conversely, a weakening U.S. dollar has
an additive effect. The Company in some cases maintains debt in these subsidiaries to offset the
net asset exposure. The Company does not otherwise actively manage this risk using derivative
financial instruments. In the event the Company plans on a full or partial liquidation of any of
its foreign subsidiaries where the Companys net investment is likely to be monetized, the Company
will consider hedging the currency exposure associated with such a transaction.
OTHER
As of June 30, 2007, the Company recorded the fair value of foreign currency forward exchange
contracts of $0.2 million in accounts payable and accrued liabilities and $2.2 million in deferred
and other non-current liabilities in the balance sheet. All forward exchange contracts outstanding
as of June 30, 2007 had an aggregate contract amount of $84.6 million.
NOTE 7 COMMITMENTS AND CONTINGENCIES
The Company, in the normal course of business, is subject to a number of lawsuits and claims both
actual and potential in nature. Management believes the resolution of these claims and lawsuits
will not have a material adverse or positive effect on the Companys financial position, results of
operations or cash flow.
Under its Certificate of Incorporation, the Company has agreed to indemnify its officers and
directors for certain events or occurrences while the officer or director is, or was serving, at
its request in such capacity. The maximum potential amount of future payments the Company could be
required to make under these indemnification agreements is unlimited; however, the Company has a
directors and officers liability insurance policy that covers a portion of its exposure. As a
result of its insurance policy coverage, the Company believes the estimated fair value of these
indemnification agreements is minimal. The Company has no liabilities recorded for these
agreements as of June 30, 2007.
NOTE 8 STOCK REPURCHASE PROGRAM
During the quarter ended June 30, 2007, the Company repurchased 680 thousand shares for an
aggregate amount of $25.2 million. As of June 30, 2007, the Company has outstanding
authorizations to repurchase up to approximately 3 million shares. The timing of and total
amount expended for the share repurchase depends upon market conditions.
NOTE 9 EARNINGS PER SHARE
AptarGroups authorized common stock consists of 99 million shares, having a par value of $.01
each. Information related to the calculation of earnings per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
June 30, 2007 |
|
June 30, 2006 |
|
|
|
Diluted |
|
|
Basic |
|
|
Diluted |
|
|
Basic |
|
Consolidated operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders |
$ |
|
36,968 |
|
$ |
|
36,968 |
|
$ |
|
27,668 |
|
$ |
|
27,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equivalent shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common stock |
|
|
69,037 |
|
|
|
69,037 |
|
|
|
70,078 |
|
|
|
70,078 |
|
Effect of dilutive stock based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
2,401 |
|
|
|
|
|
|
|
1,642 |
|
|
|
|
|
Restricted stock |
|
|
5 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average equivalent shares |
|
|
71,443 |
|
|
|
69,037 |
|
|
|
71,722 |
|
|
|
70,078 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
$ |
|
0.52 |
|
$ |
|
0.54 |
|
$ |
|
0.39 |
|
$ |
|
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
|
Diluted |
|
|
Basic |
|
|
Diluted |
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders |
|
$ |
66,548 |
|
|
$ |
66,548 |
|
|
$ |
47,478 |
|
|
$ |
47,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equivalent shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common stock |
|
|
69,113 |
|
|
|
69,113 |
|
|
|
70,114 |
|
|
|
70,114 |
|
Effect of dilutive stock based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
2,764 |
|
|
|
|
|
|
|
2,258 |
|
|
|
|
|
Restricted stock |
|
|
9 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average equivalent shares |
|
|
71,886 |
|
|
|
69,113 |
|
|
|
72,378 |
|
|
|
70,114 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
$ |
0.93 |
|
|
$ |
0.96 |
|
|
$ |
0.66 |
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 10 SEGMENT INFORMATION
The Company operates in the packaging components industry, which includes the development,
manufacture and sale of consumer product dispensing systems. The Company is organized into three
reporting segments. Operations that sell spray and lotion dispensing systems primarily to the
personal care, fragrance/cosmetic and household markets form the Beauty & Home segment. Operations
that sell dispensing systems to the pharmaceutical market form the Pharma segment. Operations that
sell closures to each market served by AptarGroup form the Closures segment.
The accounting policies of the segments are the same as those described in Note 1, Summary of
Significant Accounting Policies in the Companys Annual Report on Form 10-K for the year ended
December 31, 2006. The Company evaluates performance of its business segments and allocates
resources based upon earnings before interest expense in excess of interest income, stock option
and corporate expenses, income taxes and unusual items (collectively referred to as Segment
Income).
Financial information regarding the Companys reportable segments is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beauty & Home |
|
$ |
253,030 |
|
|
$ |
211,113 |
|
|
$ |
497,426 |
|
|
$ |
409,035 |
|
Closures |
|
|
122,102 |
|
|
|
109,731 |
|
|
|
242,563 |
|
|
|
215,460 |
|
Pharma |
|
|
101,275 |
|
|
|
81,686 |
|
|
|
189,219 |
|
|
|
156,643 |
|
Other |
|
|
385 |
|
|
|
386 |
|
|
|
701 |
|
|
|
612 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales |
|
|
476,792 |
|
|
|
402,916 |
|
|
|
929,909 |
|
|
|
781,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Intersegment Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beauty & Home |
|
$ |
2,844 |
|
|
$ |
3,530 |
|
|
$ |
5,282 |
|
|
$ |
6,144 |
|
Closures |
|
|
570 |
|
|
|
289 |
|
|
|
1,050 |
|
|
|
530 |
|
Pharma |
|
|
118 |
|
|
|
225 |
|
|
|
161 |
|
|
|
568 |
|
Other |
|
|
384 |
|
|
|
247 |
|
|
|
699 |
|
|
|
415 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Intersegment Sales |
|
$ |
3,916 |
|
|
$ |
4,291 |
|
|
$ |
7,192 |
|
|
$ |
7,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beauty & Home |
|
$ |
250,186 |
|
|
$ |
207,583 |
|
|
$ |
492,144 |
|
|
$ |
402,891 |
|
Closures |
|
|
121,532 |
|
|
|
109,442 |
|
|
|
241,513 |
|
|
|
214,930 |
|
Pharma |
|
|
101,157 |
|
|
|
81,461 |
|
|
|
189,058 |
|
|
|
156,075 |
|
Other |
|
|
1 |
|
|
|
139 |
|
|
|
2 |
|
|
|
197 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
472,876 |
|
|
$ |
398,625 |
|
|
$ |
922,717 |
|
|
$ |
774,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beauty & Home |
|
$ |
26,443 |
|
|
$ |
19,752 |
|
|
$ |
52,575 |
|
|
$ |
36,385 |
|
Closures |
|
|
13,363 |
|
|
|
12,186 |
|
|
|
27,344 |
|
|
|
22,723 |
|
Pharma |
|
|
26,356 |
|
|
|
19,848 |
|
|
|
49,038 |
|
|
|
36,911 |
|
Corporate Expenses & Other |
|
|
(9,338 |
) |
|
|
(8,387 |
) |
|
|
(25,730 |
) |
|
|
(20,674 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income before interest and taxes |
|
$ |
56,824 |
|
|
$ |
43,399 |
|
|
$ |
103,227 |
|
|
$ |
75,345 |
|
Interest expense, net |
|
|
(2,856 |
) |
|
|
(3,067 |
) |
|
|
(6,077 |
) |
|
|
(5,966 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
53,968 |
|
|
$ |
40,332 |
|
|
$ |
97,150 |
|
|
$ |
69,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 11 ACQUISITIONS
On February 15, 2007 the Company acquired Moderne Verpackungssysteme GmbH (MVS) for approximately
$5.2 million in cash. No debt was assumed in the transaction. MVS, located in Germany, is a
supplier of bag-on-valve assembled products.
9
The excess of the purchase price over the fair valve of assets acquired and liabilities
assumed was allocated to Goodwill. Goodwill of approximately $3.5 million was recorded on the
acquisition. The condensed consolidated statement of income includes MVS results of operations
from February 15, 2007, the date of the acquisition and is part of the Beauty and Home reporting
segment.
NOTE 12 STOCK-BASED COMPENSATION
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS)
123(R), Share-Based Payment. This statement replaced SFAS 123, Accounting for Stock-Based
Compensation and supersedes Accounting Principles Board Opinion (APB) 25. SFAS 123(R) requires
that all share-based compensation be recognized as an expense in the financial statements and that
such cost be measured at the fair value of the award. Also under the new standard, excess tax
benefits related to issuance of equity instruments under share-based payment arrangements are
considered financing instead of operating cash flow activities. The Company has adopted the
modified prospective method of applying SFAS 123(R), which requires the recognition of compensation
expense on a prospective basis. Accordingly, prior period financial statements have not been
restated.
SFAS 123(R) upon adoption requires the application of the non-substantive vesting approach
which means that an award is fully vested when the employees retention of the award is no longer
contingent on providing subsequent service. Under this approach, compensation costs are
recognized over the requisite service period of the award instead of ratably over the vesting
period stated in the grant. As such, costs would be recognized immediately, if the employee is
retirement eligible on the date of grant or over the period from the date of grant until retirement
eligibility if retirement eligibility is reached before the end of the vesting period stated in the
grant. For awards granted prior to adoption, the Company will continue to recognize compensation
costs ratably over the vesting period with accelerated recognition of the unvested portion upon
actual retirement.
The Company issues stock options and restricted stock units to employees under Stock Awards
Plans approved by shareholders. Stock options are issued to non-employee directors for their
services as directors under Director Stock Option Plans approved by shareholders. Options are
awarded with the exercise price equal to the market price on the date of grant and generally become
exercisable over three years and expire 10 years after grant. Restricted stock units generally
vest over three years.
Compensation expense recorded attributable to stock options for the first half of 2007 was
approximately $10.8 million ($7.6 million after tax), or $0.11 per share (basic and diluted). The
income tax benefit related to this compensation expense was approximately $3.3 million.
Approximately $10.2 million of the compensation expense was recorded in selling, research &
development and administrative expenses and the balance was recorded in cost of sales.
Compensation expense recorded attributable to stock options for the first half of 2006 was
approximately $9.2 million ($6.0 million after tax), or $.09 per share (basic and diluted). The
income tax benefit related to this compensation expense was approximately $3.2 million.
Approximately $8.7 million of the compensation expense was recorded in selling, research &
development and administrative expenses and the balance was recorded in cost of sales.
The Company uses historical data to estimate expected life and volatility. The
weighted-average fair value of stock options granted under the Stock Awards Plans was $9.32 and
$8.05 per share in 2007 and 2006, respectively. These values were estimated on the respective
dates of grant using the Black-Scholes option-pricing model with the following weighted-average
assumptions:
|
|
|
|
|
|
|
|
|
Stock Awards Plans: |
|
|
|
|
|
|
Six months ended June 30, |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Dividend Yield |
|
|
1.4 |
% |
|
|
1.6 |
% |
Expected Stock Price Volatility |
|
|
24.6 |
% |
|
|
24.8 |
% |
Risk-free Interest Rate |
|
|
4.8 |
% |
|
|
4.3 |
% |
Expected Life of Option (years) |
|
|
7.0 |
|
|
|
7.0 |
|
There have been no grants under the Director Stock Option Plan during the second quarter of 2007.
The fair value of stock options granted under the Director Stock Option Plans in 2006 was $8.63 per
share. These values were estimated on the respective date of the grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
Director Stock Option Plans: |
|
|
|
|
|
|
Six months ended June 30, |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Dividend Yield |
|
|
|
|
|
|
1.5 |
% |
Expected Stock Price Volatility |
|
|
|
|
|
|
24.8 |
% |
Risk-free Interest Rate |
|
|
|
|
|
|
5.1 |
% |
Expected Life of Option (years) |
|
|
|
|
|
|
7.0 |
|
10
A summary of option activity under the Companys stock option plans as of June 30, 2007, and
changes during the period then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards Plans |
|
|
Director Stock Option Plans |
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Weighted Average |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Shares |
|
|
Exercise Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, January 1, 2007 |
|
|
7,327,874 |
|
|
$ |
18.70 |
|
|
|
220,000 |
|
|
$ |
20.68 |
|
Granted |
|
|
1,249,500 |
|
|
|
30.49 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(668,048 |
) |
|
|
14.37 |
|
|
|
(54,000 |
) |
|
|
13.77 |
|
Forfeited or expired |
|
|
(11,266 |
) |
|
|
23.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2007 |
|
|
7,898,060 |
|
|
$ |
20.92 |
|
|
|
166,000 |
|
|
$ |
22.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2007 |
|
|
5,450,848 |
|
|
$ |
17.60 |
|
|
|
138,000 |
|
|
$ |
22.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Remaining Contractual Term (Years): |
Outstanding at June 30, 2007 |
|
|
6.5 |
|
|
|
|
|
|
|
6.7 |
|
|
|
|
|
Exercisable at June 30, 2007 |
|
|
5.4 |
|
|
|
|
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Intrinsic Value ($000): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2007 |
|
$ |
115,601 |
|
|
|
|
|
|
$ |
2,096 |
|
|
|
|
|
Exercisable at June 30, 2007 |
|
$ |
97,916 |
|
|
|
|
|
|
$ |
1,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic Value of Options Exercised ($000) During the Six Months Ended: |
June 30, 2007 |
|
$ |
13,140 |
|
|
|
|
|
|
$ |
1,024 |
|
|
|
|
|
June 30, 2006 |
|
$ |
9,212 |
|
|
|
|
|
|
$ |
36 |
|
|
|
|
|
The fair value of shares vested during the six months ended June 30, 2007 and 2006 was $9.5
million and $8.2 million, respectively. Cash received from option exercises was approximately
$10.9 million and the actual tax benefit realized for the tax deduction from option exercises was
approximately $4.0 million in the six months ended June 30, 2007. As of June 30, 2007, the
remaining valuation of stock option awards to be expensed in future periods was $8.3 million and
the related weighted-average period over which it is expected to be recognized is 1.5 years.
The fair value of restricted stock unit grants is the market price of the underlying shares on
the grant date. A summary of restricted stock unit activity as of June 30, 2007, and changes
during the period then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
Shares |
|
|
Grant-Date Fair Value |
|
|
|
|
|
|
|
|
|
|
Nonvested at January 1, 2007 |
|
|
15,700 |
|
|
$ |
24.66 |
|
Granted |
|
|
14,512 |
|
|
|
30.63 |
|
Vested |
|
|
(9,114 |
) |
|
|
23.27 |
|
|
|
|
|
|
Nonvested at June 30, 2007 |
|
|
21,098 |
|
|
$ |
29.36 |
|
|
|
|
|
|
|
|
Compensation expense recorded attributable to restricted stock unit grants for the first half
of 2007 and 2006 was approximately $400 and $200, respectively. The fair value of units vested
during the six months ended June 30, 2007 and 2006 was $212 and $409, respectively. The intrinsic
value of units vested during the six months ended June 30, 2007 and 2006 was $290 and $749,
respectively. As of June 30, 2007 there was $114 of total unrecognized compensation cost relating
to restricted stock unit awards which is expected to be recognized over a weighted average period
of 1.5 years.
NOTE 13 REDEPLOYMENT PROGRAM
The Company announced in the third quarter of 2005 a plan to reduce and redeploy certain personnel
in its French fragrance/cosmetic operations. The objective of this plan is to better align
production equipment and personnel between several sites in France to ultimately reduce costs and
maintain competitiveness. This plan will be implemented in phases and is now expected to be
completed in the fourth quarter of 2007. The plan anticipates a headcount reduction by the end of
2007 of approximately 90 people. Total costs associated with the Redeployment Program are expected
to be approximately $7 to $9 million before taxes over the Redeployment Program period and
primarily relate to employee severance costs. The following table below highlights the pre-tax
amount incurred in the period and the ending liability at the end of June 30, 2007. All charges
related to the Redeployment Program are included in Cost of Sales in the condensed consolidated
statement of income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charges For |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Reserve |
|
|
The Six Months |
|
|
|
|
|
|
|
|
|
|
Ending Reserve |
|
|
|
At 01/01/07 |
|
|
Ended 06/30/07 |
|
|
Cash Paid |
|
|
FX Impact |
|
|
At 06/30/07 |
|
|
Employee severance |
|
$ |
995 |
|
|
$ |
418 |
|
|
$ |
(686 |
) |
|
$ |
28 |
|
|
$ |
755 |
|
Other costs |
|
|
|
|
|
|
177 |
|
|
|
(177 |
) |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
995 |
|
|
$ |
595 |
|
|
$ |
(863 |
) |
|
$ |
29 |
|
|
$ |
756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
NOTE 14 INCOME TAX UNCERTAINTIES
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation
of FIN 48, the Company recognized a $1.6 million increase in the liability for income tax
uncertainties. This increase was accounted for as a reduction to the January 1, 2007 balance of
retained earnings, as required by FIN 48. The Companys policy is to recognize interest and
penalties accrued related to unrecognized tax benefits as a component of income taxes. The total
amount of accrued interest and penalties as of January 1, 2007 was $1.1 million.
As of January 1, 2007, the total amount of unrecognized tax benefits is $7.0 million, of which
$6.2 million, if recognized, would impact the effective tax rate. In the first quarter of 2007,
the Company incurred unfavorable tax audit settlements of $500 thousand which were part of the
January 1, 2007 unrecognized tax benefits. For the next twelve months, the Company does not
anticipate material changes to its income tax uncertainties.
The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction and
various state and foreign jurisdictions. The major tax jurisdictions the Company files in with
years still subject to income tax examinations are listed below.
|
|
|
|
|
|
|
Tax Years |
|
Tax |
|
Subject to |
|
Jurisdiction |
|
Examination |
|
United States Federal |
|
|
20032006 |
|
United States States |
|
|
20022006 |
|
France |
|
|
20042006 |
|
Germany |
|
|
20022006 |
|
Italy |
|
|
20022006 |
|
Switzerland |
|
|
19972006 |
|
NOTE 15 STOCK SPLIT
On April 18, 2007, the Board of Directors approved a two-for-one stock split that was effected in
the form of a stock distribution to shareholders of record as of the close of business on May 2,
2007 for distribution on May 9, 2007. All historical weighted average share and per share amounts
were restated in this Form 10-Q to reflect the stock split.
12
|
|
|
ITEM
2. |
|
MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR OTHERWISE INDICATED) |
RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales (exclusive of depreciation shown below) |
|
|
67.4 |
|
|
|
67.3 |
|
|
|
67.1 |
|
|
|
67.5 |
|
Selling, research & development and administration |
|
|
13.9 |
|
|
|
14.6 |
|
|
|
15.1 |
|
|
|
15.6 |
|
Depreciation and amortization |
|
|
6.5 |
|
|
|
7.1 |
|
|
|
6.5 |
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
12.2 |
|
|
|
11.0 |
|
|
|
11.3 |
|
|
|
9.8 |
|
Other income (expense) |
|
|
(0.8 |
) |
|
|
(0.9 |
) |
|
|
(0.8 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
11.4 |
|
|
|
10.1 |
|
|
|
10.5 |
|
|
|
9.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
7.8 |
% |
|
|
6.9 |
% |
|
|
7.2 |
% |
|
|
6.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Tax Rate |
|
|
31.5 |
% |
|
|
31.4 |
% |
|
|
31.5 |
% |
|
|
31.6 |
% |
|
|
|
|
|
|
|
|
|
NET SALES
Net sales for the quarter and six months ended June 30, 2007 were a record $472.9 million and
$922.7 million, respectively, and represented an increase of 19% over the same periods a year ago.
The average U.S. dollar exchange rate weakened compared to the Euro in 2007 compared to 2006, and
as a result, changes in exchange rates positively impacted sales and accounted for approximately 6%
of the 19% sales growth for the quarter and six months ended June 30, 2007. Sales from acquired
companies accounted for approximately 1% of the increase in sales for the quarter and six months
ended June 30, 2007. The remaining 12% of sales growth was due primarily to increased demand for
our innovative dispensing systems.
For further discussion on net sales by reporting segment, please refer to the segment analysis
of net sales and segment income on the following pages.
The following table sets forth, for the periods indicated, net sales by geographic location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
% of Total |
|
2006 |
|
|
% of Total |
|
2007 |
|
|
% of Total |
|
2006 |
|
|
% of Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
$ |
124,816 |
|
|
|
26 |
% |
|
$ |
119,004 |
|
|
|
30 |
% |
|
$ |
247,442 |
|
|
|
27 |
% |
|
$ |
231,347 |
|
|
|
30 |
% |
Europe |
|
|
295,984 |
|
|
|
63 |
% |
|
|
243,580 |
|
|
|
61 |
% |
|
|
575,833 |
|
|
|
62 |
% |
|
|
473,059 |
|
|
|
61 |
% |
Other Foreign |
|
|
52,076 |
|
|
|
11 |
% |
|
|
36,041 |
|
|
|
9 |
% |
|
|
99,442 |
|
|
|
11 |
% |
|
|
69,687 |
|
|
|
9 |
% |
COST OF SALES (EXCLUSIVE OF DEPRECIATION SHOWN BELOW)
Our cost of sales as a percent of net sales increased slightly to 67.4% in the second quarter of
2007 compared to 67.3% in the second quarter of 2006.
The following factors positively impacted our cost of sales percentage in the second quarter of
2007:
Leveraging of Fixed Manufacturing Costs: The increase in sales volumes across all three market
segments allowed us to better leverage our fixed overhead manufacturing expenses as a percentage of
our net sales.
Favorable Product Mix. Increased sales of our products to the pharmaceutical market which
traditionally generate higher margins helped positively impact our cost of sales percentage in the
second quarter. In addition, the success of our bag-on-valve product line utilizing our value
added accessories for continuous spray sun care products also had a positive impact on our cost of
sales percentage.
Lower Compliance Costs For The Pharma Industry. In the prior year we incurred additional costs in
our Pharma segment due to more stringent quality standards on certain of our products. These costs
include, among others, higher personnel-related costs to assure the level of quality demanded by
this market and higher scrap associated with the destruction of non-usable components. A majority
of these costs did not reoccur in 2007 and as a result had a positive impact on our cost of sales
percentage in the first half of 2007.
The following factors negatively impacted our cost of sales percentage in the second quarter of
2007:
13
Rising Raw Material Costs. Raw material costs, in particular nickel, which is used in some of our
components continued to increase in the second quarter of 2007 over 2006. We estimate that the
increased nickel charges negatively impacted our cost of goods sold in the quarter by approximately
$1.7 million. In addition, resin cost also increased in the second quarter compared to the prior
year.
Weakening of the U.S. Dollar. We are a net importer from Europe into the U.S. and other countries
of products produced in Europe with costs denominated in Euros. As a result, when the U.S. dollar
or other currencies weaken against the Euro, products produced in Europe (with costs denominated in
Euros) and sold in currencies that are weaker compared to the Euro, have a negative impact on cost
of sales as a percentage of net sales.
Increased Sales of Custom Tooling. We had a $3.0 million increase in sales of custom tooling in
the second quarter of 2007. Traditionally, sales of custom tooling generate lower margins than
our regular product sales and thus, an increase in sales of custom tooling negatively impacts
cost of sales as a percentage of sales.
Our cost of sales as a percent of net sales decreased to 67.1% in the first half of 2007 compared
to 67.5% in the first half of 2006. The decrease is primarily due to the same factors mentioned
above excluding the comment on sales of custom tooling. We estimate that the increased nickel charges negatively impacted our cost of goods sold in
the first half of 2007 by approximately $2.7 million.
SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE
Our Selling, Research & Development and Administrative expenses (SG&A) increased by approximately
$7.7 million in the second quarter of 2007 compared to the same period a year ago. Changes in
currency rates accounted for approximately $3.1 million of the increase in SG&A in the quarter
while acquisitions accounted for approximately $0.9 million of the increase in SG&A in the quarter.
The remainder of the increase is due primarily to normal inflationary cost increases. SG&A as a
percentage of net sales decreased to 13.9% compared to 14.6% of net sales in the same period of the
prior year primarily due to the leveraging of higher sales volumes.
SG&A increased by approximately $19.1 million in the first half of 2007 compared to the same
period a year ago. Changes in currency rates accounted for approximately $7.4 million of the
increase in SG&A while acquisitions accounted for approximately $1.8 million of the
increase in SG&A in the first half. Another $1.6 million of the increase relates to an increase of
stock option expense which occurred in the first quarter of 2007. The remainder of the increase is
due primarily to normal inflationary cost increases. SG&A as a percentage of net sales decreased
to 15.1% compared to 15.6% of net sales in the same period of the prior year primarily due to the
leveraging of higher sales volumes.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased approximately $2.7 million in the second quarter of 2007 to
$30.9 million compared to $28.3 million in the second quarter of 2006. Changes in currency rates
accounted for approximately $1.4 million of the increase in depreciation and amortization in the
second quarter while acquisitions accounted for approximately $0.5 million of additional
depreciation and amortization expense in the quarter. Depreciation and amortization as a
percentage of net sales decreased to 6.5% in the second quarter of 2007 compared to 7.1% for the
same period a year ago.
Depreciation and amortization increased approximately $5.0 million in the first half of 2007
to $60.2 million compared to $55.2 million in the first half of 2006. Changes in currency rates
accounted for approximately $3.1 million of the increase in depreciation and amortization in the
first half of 2007 while acquisitions accounted for approximately $0.9 million of additional
depreciation and amortization expense compared to the prior year. Depreciation and amortization as
a percentage of net sales decreased to 6.5% compared to 7.1% for the same period a year ago.
OPERATING INCOME
Operating income increased approximately $13.8 million in the second quarter of 2007 to $57.5
million compared to $43.8 million in the same period in the prior year. The increase is primarily
due to the increase in sales and favorable product mix mentioned above. Acquisitions added
approximately $0.8 million in operating income during the quarter. Operating income as a
percentage of net sales increased to 12.2% in the second quarter of 2007 compared to 11.0% for the
same period in the prior year.
Operating income increased approximately $28.0 million in the first half of 2007 to $104.2
million compared to $76.2 million in the same period in the prior year. Increases in sales volumes
are the primary reason for the overall net increase in operating income for the first half of the
year. Acquisitions added approximately $1.5 million to operating income in the first half of the
year. Operating income as a percentage of sales increased to 11.3% in the first half of 2007
compared to 9.8% for the same period in the prior year.
NET OTHER EXPENSE
Net other expenses in the second quarter of 2007 increased slightly to $3.6 million from $3.4
million in the same period in the prior year primarily reflecting increased interest expense of
$0.7 million and an increase in foreign currency losses of approximately $0.5 million. The
increase in interest expense is due primarily to higher average interest rates and higher
14
borrowing
levels. Partially offsetting these two items was an increase in interest income of approximately
$0.9 million due primarily to the increase in cash on the balance sheet.
Net other expenses for the six months ended June 30, 2007 increased to $7.0 million from $6.8
million in the same period in the prior year primarily reflecting increased interest expense of
$1.7 million and an increase in foreign currency losses of approximately $0.5 million. The
increase in interest expense is due primarily to higher average interest rates and higher borrowing
levels. Partially offsetting these two items was an increase in interest income of approximately
$1.6 million due primarily to the increase in cash on the balance sheet.
EFFECTIVE TAX RATE
The reported effective tax rate increased slightly to 31.5% for the three months ended June 30,
2007 compared to 31.4% in the second quarter of 2006.
The reported effective tax rate decreased slightly to 31.5% for the six months ended June 30,
2007 compared to 31.6% in the first half of the prior year.
NET INCOME
We reported net income of $37.0 million and $66.5 million in the second quarter and six months
ended June 30, 2007, respectively compared to $27.7 million and $47.5 million for the same periods
in the prior year.
BEAUTY & HOME SEGMENT
Operations that sell spray and lotion dispensing systems primarily to the personal care,
fragrance/cosmetic and household markets form the Beauty & Home segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
250,186 |
|
|
$ |
207,583 |
|
|
$ |
492,144 |
|
|
$ |
402,891 |
|
Segment Income (1) |
|
|
26,443 |
|
|
|
19,752 |
|
|
|
52,575 |
|
|
|
36,385 |
|
Segment Income as a percentage of Net Sales |
|
|
10.6 |
% |
|
|
9.5 |
% |
|
|
10.7 |
% |
|
|
9.0 |
% |
(1) Segment Income is defined as earnings before net interest, stock option and corporate expenses,
income taxes and unusual items. The Company evaluates performance of its business units and
allocates resources based upon Segment Income. For a reconciliation of Segment Income to income
before income taxes, see Note 10 Segment information to the Consolidated Financial Statements in
Item 1.
Net sales for the quarter ended June 30, 2007 increased 21% in the second quarter of 2007 to
$250.2 million compared to $207.6 million in the second quarter of the prior year. The weakening
U.S. dollar compared to the Euro positively impacted sales and represented approximately 6% of the
21% increase. Acquisitions only accounted for approximately 1% of the sales increase. Sales
excluding foreign currency changes to the personal care market increased approximately 25% in the
second quarter of 2007 compared to the same period in the prior year. Acquisitions accounted for
1% of the 25% increase in sales to this market. Sales of our products excluding foreign currency
changes to the fragrance/cosmetic market remained strong and increased 10% in the second quarter of
2007 compared to the second quarter of 2006. Acquisitions accounted for 2% of the 10% increase in
sales to this market. General market demand both in the high and low end of the market continues
to be strong especially in developing markets such as Latin America, Eastern Europe and Russia.
Net sales for the first six months of 2007 increased 22% in the first six months of 2007 to
$492.1 million compared to $402.9 million in the first six months of the prior year. The weakening
U.S. dollar compared to the Euro positively impacted sales and represented approximately 6% of the
22% increase in sales. Acquisitions only accounted for approximately 1% of the sales increase.
Sales excluding foreign currency changes to the personal care market increased approximately 21% in
the first half of 2007 compared to the first half of 2006. Sales of our products excluding foreign
currency changes to the fragrance/cosmetic market increased more than 14% in the first half of 2007
compared to the first half of 2006. Acquisitions accounted for approximately 3% of the 14%
increase in sales to this market.
Segment Income in the second quarter of 2007 increased approximately 34% to $26.4 million
compared to $19.8 million reported in the same period in the prior year. Acquisitions had an
immaterial impact on the segment income in the quarter. The increase in segment income is due
primarily to the significant increase in sales to the personal care and fragrance/cosmetic market
as well as a favorable mix of products sold.
Segment Income in the first six months of 2007 increased approximately 44% to $52.6 million
compared to $36.4 million reported in the same period in the prior year. Acquisitions had an
immaterial impact on the segment income in the first six months. The remainder of the increase is
primarily due to the same reasons mentioned previously.
15
CLOSURES SEGMENT
The Closures segment designs and manufactures primarily dispensing closures. These products are
sold primarily to the personal care, household and food/beverage markets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net Sales |
|
$ |
121,532 |
|
|
$ |
109,442 |
|
|
$ |
241,513 |
|
|
$ |
214,930 |
|
Segment Income |
|
|
13,363 |
|
|
|
12,186 |
|
|
|
27,344 |
|
|
|
22,723 |
|
Segment Income as a percentage of Net Sales |
|
|
11.0 |
% |
|
|
11.1 |
% |
|
|
11.3 |
% |
|
|
10.6 |
% |
Net sales for the quarter ended June 30, 2007 increased approximately 11% in the second
quarter of 2007 to $121.5 million compared to $109.4 million in the second quarter of the prior
year. The weakening U.S. dollar compared to the Euro positively impacted sales and represented
approximately 4% of the 11% increase. Acquisitions accounted for approximately 2% of the 11% sales
increase. Sales excluding changes in foreign currency and acquisitions to the personal care
market increased approximately 3% in the second quarter of 2007 compared to the same period in the
prior year, while sales to the food/beverage market increased 12% and sales to the household market
increased 6%.
Net sales for the first six months of 2007 increased approximately 12% in the first six months
of 2007 to $241.5 million compared to $214.9 million in the first six months of the prior year.
Once again, the weakening U.S. dollar compared to the Euro positively impacted sales and
represented approximately 4% of the 12% increase. Acquisitions accounted for approximately 2% of
the 12% sales increase. Sales excluding foreign currency changes and acquisitions to the personal
care market increased approximately 8% in the first six months of 2007 compared to the same period
in the prior year, while sales to the food/beverage market increased 3% and sales to the household
market increased 14%.
Segment Income in the second quarter of 2007 increased approximately 10% to $13.4 million
compared to $12.2 million reported in the same period in the prior year. The increase in segment
income is primarily derived from increased sales volumes in Europe during the quarter, partially
offset by rising resin costs. Acquisitions had an immaterial impact on segment income in the
second quarter.
Segment Income in the first six months of 2007 increased approximately 20% to $27.3 million
compared to $22.7 million reported in the same period of the prior year. The increase in segment
income is primarily derived from increased sales volumes in the first six months in Europe as well
as a positive product mix in North America. Acquisitions had an immaterial impact on segment
income in the first six months of 2007.
PHARMACEUTICAL SEGMENT
Operations that sell dispensing systems to the pharmaceutical market form the Pharma segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
101,157 |
|
|
$ |
81,461 |
|
|
$ |
189,058 |
|
|
$ |
156,075 |
|
Segment Income |
|
|
26,356 |
|
|
|
19,848 |
|
|
|
49,038 |
|
|
|
36,911 |
|
Segment Income as a percentage of Net Sales |
|
|
26.1 |
% |
|
|
24.4 |
% |
|
|
25.9 |
% |
|
|
23.6 |
% |
Our net sales for the Pharmaceutical segment grew by 24% in the second quarter of 2007 to
$101.2 million compared to $81.5 million in the second quarter of 2006. Changes in foreign
currency rates positively impacted the sales growth and accounted for approximately 6% of the 24%
sales growth. Sales of tooling to customers increased in the second quarter of 2007 compared to
the same period in the prior year and represented approximately 5% of the sales growth in the
quarter. The remainder of the increase in sales is due primarily to strong sales of our metered
dose inhaler valves used on asthma products and our nasal spray pumps primarily used on allergy
related products.
Our net sales for the Pharmaceutical segment grew by 21% in the first six months of 2007 to
$189.1 million compared to $156.1 million in the first six months of 2006. Changes in foreign
currency rates positively impacted the sales growth by approximately 7% for the first half of 2007.
The remaining 14% increase in sales again was due to the strong demand for our metered dose inhaler
valves as well as strong demand for our nasal spray pumps, primarily for allergy related products.
Sales of tooling to customers was flat for the first six months of 2007 compared to the same period
in the prior year.
Segment Income in the second quarter of 2007 increased approximately 33% to $26.4 million
compared to $19.8 million reported in the same period in the prior year. The significant
improvement in profitability is primarily due to the increase in product sales as well as improved
manufacturing quality leading to lower costs compared to the prior year second quarter.
Segment Income in the first six months of 2007 increased approximately 33% to $49.0 million
compared to $36.9 million reported in the same period in the
prior year. Once again, the higher
sales volumes combined with improved manufacturing quality were the main reasons for the increase
in profitability in the first six months of 2007.
16
FOREIGN CURRENCY
A significant number of our operations are located outside of the United States. Because of this,
movements in exchange rates may have a material impact on the translation of the financial
statements of our foreign entities. Our primary foreign exchange exposure is to the Euro, but we
have foreign exchange exposure to South American and Asian currencies, among others. We manage our
foreign exchange exposures principally with forward exchange contracts to hedge certain
transactions and firm purchase and sales commitments denominated in foreign currencies. A
weakening U.S. dollar relative to foreign currencies has an additive translation effect on our
financial statements. Conversely, a strengthening U.S. dollar has a dilutive effect. In some
cases, we sell products denominated in a currency different from the currency in which the related
costs are incurred. Changes in exchange rates on such inter-country sales could materially impact
our results of operations.
QUARTERLY TRENDS
Our results of operations in the second half of the year typically are negatively impacted by
customer plant shutdowns in the summer months in Europe and operational plant shutdowns in
December. In the future, our results of operations in a quarterly period could be impacted by
factors such as changes in product mix, changes in material costs, changes in growth rates in the
industries to which our products are sold, recognition of equity based compensation expense for
retirement eligible employees in the period of grant and changes in general economic conditions in
any of the countries in which we do business.
Our estimated stock option expense on a pre-tax basis (in $ millions) for the remainder of the
year compared to the prior year is as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Third Quarter |
|
|
1.6 |
|
|
|
2.1 |
|
Fourth Quarter |
|
|
1.6 |
|
|
|
2.0 |
|
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash flow from operations and our revolving credit facility.
Cash and equivalents increased to $195.2 million from $170.6 million at December 31, 2006. Total
short and long-term interest bearing debt increased in the first six months of 2007 to $325.3
million from $296.3 million at December 31, 2006. The ratio of our Net Debt (interest bearing debt
less cash and cash equivalents) to Net Capital (stockholders equity plus Net Debt) decreased
slightly at the end of June 2007 to 11% compared to the prior year end of 12%.
In the first six months of 2007, our operations provided approximately $92.2 million in cash
flow compared to $77.4 million for the same period a year ago. The increase in cash flow is
primarily attributable to an increase in earnings before depreciation, amortization and non-cash
stock option expense partially offset by an increase in working capital needs to support the growth
in the business. During the first six months of 2007, we utilized the majority of the operating
cash flows to finance capital expenditures.
We used $60.9 million in cash for investing activities during the first six months of 2007,
compared to $73.0 million during the same period a year ago. The decrease in cash used for
investing activities is due primarily to $16.2 million less spent on acquisitions in the first half
of 2007 compared to the prior year. The acquisition of MVS in the first quarter was funded
primarily from existing cash in Europe. Cash outlays for capital expenditures for 2007 are
estimated to be approximately $140 million but could vary due to changes in currency rates.
We used approximately $11.6 million in cash from financing activities in the first half of
2007 compared to $8.8 million in the first half of the prior year. The increase in cash used from
financing activities is due primarily to an increase of approximately $2.6 million in dividends
paid to shareholders in the first half of 2007. The increase of approximately $14.5 million in
cash used to buy back the Companys common stock and the increase of $16.4 million in cash used to
repay long term obligations was funded by an increase in short term borrowings of approximately
$32.4 million in the first half of 2007.
Our revolving credit facility and certain long-term obligations require us to satisfy certain
financial and other covenants including:
|
|
|
|
|
|
|
Requirement |
|
Level at June 30, 2007 |
Debt to total capital ratio |
|
Maximum of 55% |
|
24% |
Based upon the above debt to total capital ratio covenant we would have the ability to borrow
an additional $900 million before the 55% requirement would be exceeded.
Our foreign operations have historically met cash requirements with the use of internally
generated cash or borrowings. Foreign subsidiaries have financing arrangements with several
foreign banks to fund operations located outside the U.S., but all these lines are uncommitted.
Cash generated by foreign operations has generally been reinvested locally. The majority of our
$195.2 million in cash and equivalents is located outside of the U.S.
We believe we are in a strong financial position and have the financial resources to meet
business requirements in the foreseeable future. We have historically used cash flow from
operations as our primary source of liquidity. In the event that customer demand would decrease
significantly for a prolonged period of time and negatively impact cash flow from operations, we
would have the ability to restrict and significantly reduce capital expenditure levels, which
historically have been the most significant use of cash for us. A prolonged and significant
reduction in capital expenditure levels could increase future repairs and maintenance costs as well
as have a negative impact on operating margins if we were unable to invest in new innovative
products.
On July 18, 2007, the Board of Directors declared a quarterly dividend of $.13 per share
payable on August 21, 2007 to stockholders of record as of July 31, 2007.
17
OFF-BALANCE SHEET ARRANGEMENTS
We lease certain warehouse, plant and office facilities as well as certain equipment under
noncancelable operating leases expiring at various dates through the year 2055. Most of the
operating leases contain renewal options and certain equipment leases include options to purchase
during or at the end of the lease term. We have an option on one building lease to purchase the
building during or at the end of the term of the lease at approximately the amount expended by the
lessor for the purchase of the building and improvements, which was the fair value of the facility
at the inception of the lease. This lease has been accounted for as an operating lease. If the
Company exercises its option to purchase the building, the Company would account for this
transaction as a capital expenditure. If the Company does not exercise the purchase option by the
end of the lease in 2008, the Company would be required to pay an amount not to exceed $9.5 million
and would receive certain rights to the proceeds from the sale of the related property. The value
of the rights to be obtained relating to this property is expected to exceed the amount paid if the
purchase option is not exercised. Other than operating lease obligations, we do not have any
off-balance sheet arrangements
ADOPTION OF ACCOUNTING STANDARDS
In September 2006, the FASB issued Statement of Accounting Standard (SFAS) No. 157 Fair Value
Measurements. This statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that require or permit
fair value measurements, the FASB having previously concluded in those accounting pronouncements
that fair value is the relevant measurement attribute. Accordingly, this Statement does not
require any new fair value measurements. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
The Company does not expect the adoption of SFAS No. 157 to have a material impact on the financial
results or existing covenants of the Company.
In February 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and
Financial Liabilities. This Statement permits entities to choose to measure many financial
instruments and certain other items at fair value. SFAS No. 159 is effective as of the beginning
of an entitys first fiscal year that begins after November 15, 2007. The Company has not yet
performed an analysis of any impact that the adoption of this standard will have on the financial
results or existing covenants of the Company.
OUTLOOK
We expect sales to continue to be strong in the third quarter and improve over the prior year
excluding any changes in exchange rates. The continued weakness of the U.S. dollar compared to the
Euro will continue to have a positive impact on sales in the third quarter. Sales in the Beauty
& Home, Closures and Pharma segment are expected to remain strong in the third quarter and increase
over the prior year third quarter as our existing order book for all three segments remains at a
high level.
In the third quarter of 2007, the German government is expected to ratify a proposed reduction
in the German corporate tax rate that will reduce the effective corporate tax rate for income
earned beginning January 1, 2008. When ratified, we will be required to recalculate our deferred
taxes for our German subsidiaries using this lower rate. We presently estimate the reduction of
net deferred tax liabilities that we expect to record in the third quarter of this year to be
approximately $2 million or a positive impact of about $0.03 per share.
We anticipate that diluted earnings per share for the third quarter of 2007 will be in the
range of $.47 to $.50 per share, excluding any impact coming from the expected ratification of the
proposed German corporate income tax rate reduction, compared to $.40 per share in the prior year.
18
FORWARD-LOOKING STATEMENTS
This Managements Discussion and Analysis and certain other sections of this Form 10-Q contain
forward-looking statements that involve a number of risks and uncertainties. Words such as
expects, anticipates, believes, estimates, and other similar expressions or future or
conditional verbs such as will, should, would and could are intended to identify such
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 our beliefs as well as assumptions made by and information currently
available to us. Accordingly, our 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 in our operations and business environment, including but not limited to:
|
|
difficulties in product development and uncertainties related to the timing or outcome of product development; |
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the cost of materials (particularly resin and nickel based components); |
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the availability of raw materials and components (particularly from sole sourced suppliers); |
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our ability to increase prices; |
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our ability to contain costs and improve productivity; |
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our ability to meet future cash flow estimates to support our goodwill impairment testing; |
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direct or indirect consequences of acts of war or terrorism; |
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difficulties in complying with government regulation; |
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competition (particularly from Asia) and technological change; |
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our ability to protect and defend our intellectual property rights; |
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the timing and magnitude of capital expenditures; |
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our ability to successfully integrate our recent acquisitions and our ability to identify potential new acquisitions
and to successfully acquire and integrate such operations or products; |
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significant fluctuations in currency exchange rates; |
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economic and market conditions worldwide; |
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changes in customer spending levels; |
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work stoppages due to labor disputes; |
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the timing and recognition of the costs of the workforce redeployment program in France; |
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the demand for existing and new products; |
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significant product liability claims; |
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other risks associated with our operations. |
Although we believe that our forward-looking statements are based on reasonable assumptions,
there can be no assurance that actual results, performance or achievements will not differ
materially from any future results, performance or achievements expressed or implied by such
forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking
statements. We undertake no obligation to update publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A significant number of our operations are located outside of the United States. Because of
this, movements in exchange rates may have a material impact on the translation of the financial
condition and results of operations of our entities. Our primary foreign exchange exposure is to
the Euro, but we also have foreign exchange exposure to South American and Asian currencies, among
others. A weakening U.S. dollar relative to foreign currencies has an additive translation effect
on our financial condition and results of operations. Conversely, a strengthening U.S. dollar has
a dilutive effect.
Additionally, in some cases, we sell products denominated in a currency different from the
currency in which the related costs are incurred. Any changes in exchange rates on such
inter-country sales may impact our results of operations.
We manage our exposures to foreign exchange principally with forward exchange contracts to
hedge certain firm purchase and sales commitments and intercompany cash transactions denominated in
foreign currencies.
The table below provides information as of June 30, 2007 about our forward currency exchange
contracts. The majority of the contracts expire before the end of the third quarter of 2007.
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Contract Amount |
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Average Contractual |
|
Buy/Sell |
|
(in thousands) |
|
|
Exchange Rate |
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|
|
|
|
|
|
|
|
Euro/U.S. Dollar |
|
$ |
31,539 |
|
|
|
1.3447 |
|
Swiss Francs/Euro |
|
|
17,866 |
|
|
|
0.6042 |
|
Canadian Dollar/Euro |
|
|
11,322 |
|
|
|
0.6979 |
|
Euro/Brazilian Real |
|
|
10,248 |
|
|
|
4.0052 |
|
Czech Koruna/Euro |
|
|
3,221 |
|
|
|
0.0358 |
|
Euro/British Pound |
|
|
2,783 |
|
|
|
0.6783 |
|
U.S. Dollar/Euro |
|
|
2,318 |
|
|
|
0.7487 |
|
Euro/Swiss Francs |
|
|
1,204 |
|
|
|
1.6235 |
|
U.S. Dollar/Indian Rupee |
|
|
1,000 |
|
|
|
41.3700 |
|
Other |
|
|
3,107 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
84,608 |
|
|
|
|
|
|
|
|
|
|
|
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|
As of June 30, 2007, we have recorded the fair value of foreign currency forward exchange
contracts of $0.2 million in accounts payable and accrued liabilities and $2.2 million in deferred
and other non-current liabilities in the balance sheet.
At June 30, 2007, we had a fixed-to-variable interest rate swap agreement with a notional
principal value of $20 million which requires us to pay an average variable interest rate (which
was 5.3% at June 30, 2007) and receive a fixed rate of 6.6%. The variable rate is adjusted
semiannually based on London Interbank Offered Rates (LIBOR). Variations in market interest
rates would produce changes in our net income. If interest rates increase by 100 basis points, net
income related to the interest rate swap agreement would decrease by less than $0.1 million
assuming a tax rate of 32%. As of June 30, 2007, we recorded the fair value of the
fixed-to-variable interest rate swap agreement of $0.6 million in miscellaneous other assets with
an offsetting adjustment to debt. No gain or loss was recorded in the income statement in 2007
since there was no hedge ineffectiveness.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Companys management has evaluated, with the participation of the chief executive officer and
chief financial officer of the Company, the effectiveness of the Companys disclosure controls and
procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as
of June 30, 2007. Based on that evaluation, the chief executive officer and chief financial
officer have concluded that these controls and procedures were effective as of such date.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No change in the Companys internal control over financial reporting (as such term is defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Companys fiscal
quarter ended June 30, 2007 that materially affected, or is reasonably like to materially affect,
the Companys internal control over financial reporting.
20
PART II OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
RECENT SALES OF UNREGISTERED SECURITIES
During the quarter ended June 30, 2007, the FCP Aptar Savings Plan (the Plan) purchased 6,500
shares of our common stock on behalf of the participants at an average price of $36.55 per share,
for an aggregate amount of $237.6 thousand and sold 6,184 shares of our common stock on behalf of
the participants at an average price of $36.85 per share, for an aggregate amount of $227.9
thousand. At June 30, 2007, the Plan owns 14,200 shares of our common stock. The employees of
AptarGroup S.A.S. and Valois S.A.S., our subsidiaries, are eligible to participate in the Plan.
All eligible participants are located outside of the United States. An independent agent purchases
shares of common stock available under the Plan for cash on the open market and we do not issue
shares. We do not receive any proceeds from the purchase of Common Stock under the Plan. The
agent under the Plan is Banque Nationale de Paris Paribas Asset Management. No underwriters are
used under the Plan. All shares are sold in reliance upon the exemption from registration under
the Securities Act of 1933 provided by Regulation S promulgated under that Act.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table summarizes the Companys purchases of its securities for the quarter ended June
30, 2007:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number Of Shares |
|
|
Maximum Number Of |
|
|
|
Total Number |
|
|
|
|
|
|
Purchased As Part Of |
|
|
Shares That May Yet Be |
|
|
|
Of Shares |
|
|
Average Price |
|
|
Publicly Announced |
|
|
Purchased Under The |
|
Period |
|
Purchased |
|
|
Paid Per Share |
|
|
Plans Or Programs |
|
|
Plans Or Programs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/1 4/30/07 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
3,691,000 |
|
5/1 5/31/07 |
|
|
446,100 |
|
|
|
36.84 |
|
|
|
446,100 |
|
|
|
3,244,900 |
|
6/1 6/30/07 |
|
|
223,800 |
|
|
|
37.42 |
|
|
|
223,800 |
|
|
|
3,011,100 |
|
Total |
|
|
679,900 |
|
|
$ |
37.04 |
|
|
|
679,900 |
|
|
|
3,011,100 |
|
On July 19, 2006, the Company announced that its Board of Directors authorized the Company to
repurchase four million shares of its outstanding common stock. There is no expiration date for
this repurchase program.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held on May 2, 2007. A vote was taken by ballot for the
election of three directors to hold office until the 2010 Annual Meeting of Stockholders. The
following nominees received the number of votes (pre-stock split) as set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominee |
|
|
For |
|
|
|
Withheld |
|
|
|
Broker Non-Votes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alain Chevassus |
|
|
30,970,149 |
|
|
|
698,409 |
|
|
|
-0- |
|
Stephen J. Hagge |
|
|
26,268,478 |
|
|
|
5,400,081 |
|
|
|
-0- |
|
Carl A. Siebel |
|
|
30,808,244 |
|
|
|
860,315 |
|
|
|
-0- |
|
Continuing as directors with terms expiring in 2008 are King W. Harris, Peter H. Pfeiffer and Dr.
Joanne C. Smith. Continuing as directors with terms expiring in 2009 are Stefan A. Baustert,
Rodney L. Goldstein, Ralph Gruska, and Dr. Leo A. Guthart.
ITEM 6. EXHIBITS
Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
21
SIGNATURE
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.
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|
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AptarGroup, Inc.
(Registrant) |
|
|
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|
|
|
|
|
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|
|
By
|
|
/s/ Stephen J. Hagge |
|
|
|
|
Stephen J. Hagge
Executive Vice President, Chief
Financial Officer and Secretary
(Duly Authorized Officer and
Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
Date: July 27, 2007 |
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|
22
INDEX OF EXHIBITS
|
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |