806658UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549-1004
FORM 10-Q
COMMISSION FILE NUMBER 1-11846
AptarGroup, Inc.
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 x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).Yes x No o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date (April 28, 2004).
Form 10-Q
Quarter Ended March 31, 2004
INDEX
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
In thousands, except per share amounts
See accompanying notes to consolidated financial statements.
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In thousands, brackets denote cash outflows
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NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited 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.
NOTE 2 INVENTORIES
At March 31, 2004 and December 31, 2003, approximately 21% and 23%, respectively, of the total inventories are accounted for by using the LIFO method, while the remaining inventories are valued using the FIFO method. Inventories, by component, consisted of:
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NOTE 3 -GOODWILL AND OTHER INTANGIBLE ASSETS
The table below shows a summary of intangible assets as of March 31, 2004 and December 31, 2003.
Estimated amortization expense for the years ending December 31 is as follows:
NOTE 4 COMPREHENSIVE INCOME/(LOSS)
AptarGroups total comprehensive income/(loss) was as follows:
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NOTE 5 RETIREMENT AND DEFERRED COMPENSATION PLANS
Components of Net Periodic Benefit Cost:
Three months ended March 31,
Employer Contributions:
The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute approximately $1.6 million to its foreign defined benefit plans and that the Company did not expect to contribute to its domestic defined benefit plans in 2004. As of March 31, 2004, the Company has contributed approximately $0.2 million to its foreign plans and did not contribute to its domestic plans. The Company presently anticipates contributing an additional $1.4 million to fund its foreign plans and does not anticipate contributing to its domestic plans in 2004.
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 currency 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 and collars, currency swaps, options and cross currency swaps to hedge these risks.
FAIR VALUE HEDGES
CASH FLOW HEDGES
HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS
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OTHER
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 effect on the Companys financial position, results of operations or cash flow.
NOTE 8 STOCK REPURCHASE PROGRAM
The Board of Directors authorized the repurchase of a maximum of three million shares of the Companys outstanding common stock. The timing of and total amount expended for the share repurchase depends upon market conditions. The Company did not repurchase any shares during the quarter ended March 31, 2004. The cumulative total number of shares repurchased at March 31, 2004 was approximately 1.4 million shares for an aggregate amount of $38.3 million.
NOTE 9 EARNINGS PER SHARE
AptarGroups authorized common stock consisted of 99 million shares, having a par value of $0.01 each. Information related to the calculation of earnings per share is as follows:
No antidilutive options were outstanding for the quarter ended March 31, 2004. For the quarter ended March 31, 2003, options to purchase 648 thousand shares of common stock were outstanding but not included in the computation of diluted earnings per share because the options exercise price was greater than the average market price of the common shares and, therefore, the effect would be antidilutive
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 primarily based upon individual business units, which resulted from historic acquisitions or internally created business units. All of the business units sell primarily dispensing systems. These business units all require similar production processes, sell to similar classes of customers and markets, use the same methods to distribute products and operate in similar regulatory environments. Based on the current economic characteristics of the Companys business units, the Company has identified two reportable segments: Dispensing Systems and SeaquistPerfect.
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SeaquistPerfect represents the Companys fifth business unit and sells primarily aerosol valves and accessories and certain non-aerosol spray and lotion pumps. These products are sold primarily to the personal care, household, and food/beverage markets.
Financial information regarding the Companys reportable segments is shown below:
Reconciliation of segment EBIT to consolidated income before income taxes is as follows:
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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET SALES
We achieved record net sales of $315.6 million for the quarter ended March 31, 2004, or 19% above first quarter 2003 net sales of $265.1 million. The U.S. dollar weakened approximately 16% compared to the Euro since the first quarter of last year. Net sales excluding changes in foreign currency rates increased approximately 8% compared to the first quarter in the prior year. Approximately $11 million of the increase in sales in the first quarter of 2004 compared to the first quarter of 2003 relates to an increase in sales of custom tooling to customers. Excluding changes in foreign currency rates, the changes in sales by market were as follows:
The following table sets forth, for the periods indicated, net sales by geographic location:
COST OF SALES (EXCLUSIVE OF DEPRECIATION SHOWN BELOW)
Our cost of sales as a percent of net sales increased to 67.0% in the first quarter of 2004 compared to 65.1% in the same period a year ago. Our cost of sales percentage was negatively influenced by the following factors in 2004:
Continued Price Pressure. Pricing pressure continues to be strong in all the markets we serve, particularly in the low-end of the fragrance/cosmetic market and dispensing closure product range. We saw an increase in both direct and indirect competition from Asian suppliers. Directly, Asian suppliers began to export more spray pumps in particular to the U.S. market.
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Indirectly, some fragrance marketers in the U.S. have started sourcing their entire product in Asia and importing the finished product back into the U.S. Price reductions, particularly in the areas previously mentioned, greater than cost savings achieved through productivity gains had a negative impact on the cost of sales as a percentage of net sales.
Strengthening of the Euro. We are a net importer to the U.S. of products produced in Europe. As a result, when the Euro strengthens against the U.S. dollar, products produced in Europe (with costs denominated in Euros) and imported to the U.S. increase in cost, thus having a negative impact on cost of sales.
Weakness in pharmaceutical product sales. The increase in net sales in the first quarter of 2004 came from product lines other than the pharmaceutical product line which typically carries higher margins than the other markets we serve.
Rising raw material costs. Raw material costs, in particular plastic resin, increased in the first quarter of 2004. While some of this raw material price increase has been passed on to customers, the net effect is a reduction in margin.
Operating losses and shut down expenses for a mold manufacturing facility in the U.S. We have decided to close a mold manufacturing facility in the U.S. Due to a reduction in the volume of business in the first quarter of 2004, this facility lost approximately $600 thousand. In addition, approximately $500 thousand of shut down and related severance charges were recorded relating to approximately 40 people and are included in cost of goods sold during the first quarter. This facility is expected to be closed in the second quarter of 2004 and an additional $150 of severance and related shut down costs are expected to be incurred in the second quarter.
Increased Sales of Custom Tooling. We saw approximately an $11 million increase in sales of custom tooling in the first quarter of 2004. Traditionally sales of custom tooling generates lower margins than our regular product sales and thus any increased sales of custom tooling negatively impacts cost of sales as a percentage of sales.
Partially offsetting these negative factors were the following positive impacts in 2004:
Sale of building. In the first quarter of 2004, we sold a production facility and realized a gain on the sale of the building of approximately $1 million. The gain is included in cost of goods sold.
Cost Reduction Efforts. We continued to contain and reduce costs worldwide, which led to labor savings as well as productivity improvements, both of which reduced cost of goods sold.
SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE
Our Selling, Research & Development and Administrative expenses (SG&A) increased by approximately $6.8 million in the first quarter of 2004 compared to the same period a year ago. Approximately $4.3 million of the increase is due to movement in exchange rates. We incurred approximately $250 thousand of professional fees in the quarter related to Sarbanes-Oxley compliance that we did not have in the first quarter of 2003. The remainder of the increase is due to normal inflationary cost and wage increases.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased approximately $3.3 million in the first quarter of 2004 to $24.1 million compared to $20.8 million in the first quarter of 2003. Approximately $2.1 million of the increase is due to the stronger Euro compared to the U.S. dollar in 2004. The remaining increase primarily relates to an acceleration of depreciation on equipment related to the pharmaceutical project that was canceled by our customer in the first quarter.
OPERATING INCOME
Operating income increased approximately $1.4 million in the first quarter of 2004 to $31.7 million compared to $30.3 million in the prior year. The increase is primarily due to the increase in sales volume offset by the cost increases and pricing pressure mentioned above.
NET OTHER EXPENSE
Net other expenses in the first quarter of 2004 decreased to $0.5 million from $1.5 million in the prior year primarily reflecting decreased interest expense of $0.2 million, increased interest income of $0.4 million and an increase in the income of affiliates of $0.3 million. This reduction in interest expense is due to a reduction in interest rates combined with decreasing debt levels compared to the prior year. The increase in interest income is directly related to our growing cash position in Europe. The increase in income of affiliates is due to an increase in profits of our joint venture in 2004.
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EFFECTIVE TAX RATE
The reported effective tax rate for the three months ended March 31, 2004 was 32.0%, compared to 33.5% for the same period a year ago. The decrease in the effective tax rate is primarily attributed to the mix of income earned.
DISPENSING SYSTEMS SEGMENT
The Dispensing Systems segment is an aggregate of four of our five business units. The Dispensing Systems segment sells primarily non-aerosol spray and lotion pumps, plastic dispensing closures, and metered dose aerosol valves. These three products are sold to all the markets we serve.
SEAQUISTPERFECT SEGMENT
SeaquistPerfect represents our fifth business unit and sells primarily aerosol valves and accessories and certain non-aerosol spray and lotion pumps. These products are sold primarily to the personal care, household, and food/beverage markets.
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 significant 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.
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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 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, and changes in general economic conditions in any of the countries in which we do business.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash flow from operations and our revolving credit facility. Our financial condition continued to strengthen in the first quarter of 2004. Cash and equivalents increased to $181.6 million from $165.0 million at December 31, 2003. Total short and long-term interest bearing debt decreased slightly in the quarter to $221.5 million from $221.9 million at December 31, 2003. The ratio of Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholders equity plus Net Debt) decreased to approximately 5% compared to 7% as of December 31, 2003.
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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 2018. 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. If we do not exercise the purchase option at the end of the lease, we would be required to pay an amount not to exceed $9.5 million. Other than operating lease obligations, we do not have any off-balance sheet arrangements.
ADOPTION OF ACCOUNTING STANDARDS
In December 2003, the Financial Accounting Standards Board, (FASB) issued Interpretation No. (FIN) 46R, Consolidation of Variable Interest Entities. The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. Prior to FIN 46R, companies have generally included another entity in its consolidated financial statements only if it controlled the entity through voting interest. FIN 46R changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk or loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. Consolidation by a primary beneficiary of the assets, liabilities and results of activities of variable interest entities will provide more complete information about the resources, obligations, risks and opportunities of the consolidated company. We do not have any investments in variable interest entities.
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OUTLOOK
The positive momentum we experienced in the first quarter is expected to continue into the second quarter. Pharmaceutical volumes are expected to increase in the second quarter as sales of our products to the generic pharmaceutical market are anticipated to increase. The food/beverage and personal care markets are expected to continue to increase in the second quarter as additional new launches are brought to market by our customers. Sales of our products to the fragrance/cosmetic market are expected to continue to increase slightly over prior year volumes.
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:
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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All the contracts expire before the end of the fourth quarter of 2004.
As of March 31, 2004, we have recorded the fair value of foreign currency forward exchange contracts of $99 thousand in prepayments and other and $639 thousand in accounts payable and accrued liabilities in the balance sheet. All forward exchange contracts outstanding as of March 31, 2003 had an aggregate contract amount of $29.8 million.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of management, the chief executive officer and chief financial officer of the Company have evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures as of March 31, 2004, and, based on their evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures are also designed to ensure that information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in the Companys internal control over financial reporting that occurred during the Companys fiscal quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
PURCHASE OF EQUITY SECURITIES
The following table summarizes the Companys purchases of its securities during the quarter ended March 31, 2004:
The Company announced that it would repurchase one million shares of its outstanding common stock on October 21, 1999. On October 19, 2000, the Company announced that it would repurchase an additional two million of its outstanding common stock. Combined, the Board of Directors has authorized the repurchase of a maximum of three million shares of the Companys outstanding common stock. There is no expiration date for these repurchase programs.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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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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INDEX OF EXHIBITS
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