10-Q 1 a13-7847_110q.htm 10-Q

Table of Contents

 

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 MARCH 31, 2013

 

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.

 

DELAWARE

 

36-3853103

(State of Incorporation)

 

(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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer þ

 

Accelerated filer ¨

 

Non-accelerated filer ¨

 

Smaller reporting company ¨

 

 

 

 

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No þ

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

 

Class

 

Outstanding at May 1, 2013

Common Stock, $.01 par value per share

 

66,696,356 shares

 



Table of Contents

 

 

 

AptarGroup, Inc.

 

Form 10-Q

 

Quarter Ended March 31, 2013

 

INDEX

 

 

Part I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Condensed Consolidated Statements of Income - Three Months Ended March 31, 2013 and 2012

1

 

 

 

 

Condensed Consolidated Statements of Comprehensive (Loss) Income - Three Months Ended March 31, 2013 and 2012

2

 

 

 

 

Condensed Consolidated Balance Sheets – March 31, 2013 and December 31, 2012

3

 

 

 

 

Condensed Consolidated Statements of Changes in Equity - Three Months Ended March 31, 2013 and 2012

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2013 and 2012

6

 

 

 

 

Notes to Condensed Consolidated Financial Statements

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

23

 

 

 

Item 4.

Controls and Procedures

23

 

 

 

Part II.

OTHER INFORMATION

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

 

 

 

Item 6.

Exhibits

25

 

 

 

 

Signature

26

 

 

i



Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

 

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

In thousands, except per share amounts

 

Three Months Ended March 31,

 

2013

 

2012

 

 

 

 

 

 

 

Net Sales

 

$

617,633

 

$

592,498

 

Operating Expenses:

 

 

 

 

 

Cost of sales (exclusive of depreciation and amortization shown below)

 

418,486

 

401,070

 

Selling, research & development and administrative

 

94,307

 

88,499

 

Depreciation and amortization

 

36,171

 

32,554

 

Restructuring initiatives

 

4,067

 

--

 

 

 

553,031

 

522,123

 

Operating Income

 

64,602

 

70,375

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

Interest expense

 

(5,081

)

(5,242

)

Interest income

 

849

 

1,028

 

Equity in results of affiliates

 

(262

)

(131

)

Miscellaneous, net

 

(706

)

247

 

 

 

(5,200

)

(4,098

)

 

 

 

 

 

 

Income before Income Taxes

 

59,402

 

66,277

 

 

 

 

 

 

 

Provision for Income Taxes

 

19,424

 

22,464

 

 

 

 

 

 

 

Net Income

 

39,978

 

43,813

 

 

 

 

 

 

 

Net Loss/(Income) Attributable to Noncontrolling Interests

 

51

 

(4

)

 

 

 

 

 

 

Net Income Attributable to AptarGroup, Inc.

 

$

40,029

 

$

43,809

 

 

 

 

 

 

 

Net Income Attributable to AptarGroup, Inc. Per Common Share:

 

 

 

 

 

Basic

 

$

0.61

 

$

0.66

 

Diluted

 

$

0.59

 

$

0.64

 

 

 

 

 

 

 

Average Number of Shares Outstanding:

 

 

 

 

 

Basic

 

66,155

 

66,196

 

Diluted

 

68,296

 

68,785

 

 

 

 

 

 

 

Dividends per Common Share

 

$

0.25

 

$

0.22

 

 

See accompanying unaudited notes to condensed consolidated financial statements.

 

1



Table of Contents

 

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

 

In thousands, except per share amounts

 

Three Months Ended March 31,

 

2013

 

2012

 

 

 

 

 

 

 

Net Income

 

$

39,978

 

$

43,813

 

Other Comprehensive Income:

 

 

 

 

 

Foreign currency translation adjustments

 

(35,613

)

41,682

 

Changes in treasury locks, net of tax

 

15

 

15

 

Net gain on derivatives, net of tax

 

--

 

(7

)

Defined benefit pension plan, net of tax

 

 

 

 

 

Amortization of prior service cost included in net income, net of tax

 

61

 

61

 

Amortization of net loss included in net income, net of tax

 

1,118

 

687

 

Total defined benefit pension plan, net of tax

 

1,179

 

748

 

Total other comprehensive (loss) income

 

(34,419

)

42,438

 

 

 

 

 

 

 

Comprehensive Income

 

5,559

 

86,251

 

 

 

 

 

 

 

Comprehensive Loss/(Income) Attributable to Noncontrolling Interests

 

50

 

(3

)

 

 

 

 

 

 

Comprehensive Income Attributable to AptarGroup, Inc.

 

$

5,609

 

$

86,248

 

 

See accompanying unaudited notes to condensed consolidated financial statements.

 

2



Table of Contents

 

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

In thousands, except per share amounts

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2012

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and equivalents

 

$

225,104

 

$

229,755

 

Accounts and notes receivable, less allowance for doubtful accounts of $6,147 in 2013 and $6,751 in 2012

 

441,284

 

396,788

 

Inventories

 

326,248

 

321,885

 

Prepaid and other

 

98,762

 

90,505

 

 

 

1,091,398

 

1,038,933

 

 

 

 

 

 

 

Property, Plant and Equipment:

 

 

 

 

 

Buildings and improvements

 

363,859

 

364,704

 

Machinery and equipment

 

1,840,679

 

1,857,347

 

 

 

2,204,538

 

2,222,051

 

Less: Accumulated depreciation

 

(1,392,893

)

(1,397,575

)

 

 

811,645

 

824,476

 

Land

 

23,333

 

23,757

 

 

 

834,978

 

848,233

 

 

 

 

 

 

 

Other Assets:

 

 

 

 

 

Investments in affiliates

 

3,347

 

3,693

 

Goodwill

 

344,712

 

351,552

 

Intangible assets, net

 

49,843

 

51,960

 

Miscellaneous

 

28,292

 

30,041

 

 

 

426,194

 

437,246

 

Total Assets

 

$

2,352,570

 

$

2,324,412

 

 

See accompanying unaudited notes to condensed consolidated financial statements.

 

3


 


 

AptarGroup, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

In thousands, except per share amounts

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2012

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Notes payable

 

$

60,488

 

$

45,166

 

Current maturities of long-term obligations

 

28,405

 

29,488

 

Accounts payable and accrued liabilities

 

388,585

 

380,669

 

 

 

477,478

 

455,323

 

 

 

 

 

 

 

Long-Term Obligations

 

352,749

 

352,860

 

 

 

 

 

 

 

Deferred Liabilities and Other:

 

 

 

 

 

Deferred income taxes

 

29,897

 

33,451

 

Retirement and deferred compensation plans

 

97,533

 

95,872

 

Deferred and other non-current liabilities

 

7,143

 

6,408

 

Commitments and contingencies

 

--

 

--

 

 

 

134,573

 

135,731

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

AptarGroup, Inc. stockholders’ equity

 

 

 

 

 

Preferred stock, $.01 par value, 1 million shares authorized, none outstanding

 

--

 

--

 

Common stock, $.01 par value, 199 million shares authorized; 84.6 and 84.1 million shares issued as of March 31, 2013 and December 31, 2012, respectively

 

845

 

840

 

Capital in excess of par value

 

459,178

 

430,210

 

Retained earnings

 

1,537,094

 

1,513,558

 

Accumulated other comprehensive income

 

26,263

 

60,683

 

Less treasury stock at cost, 18.2 and 18.2 million shares as of March 31, 2013 and December 31, 2012, respectively

 

(636,168

)

(625,401

)

Total AptarGroup, Inc. Stockholders’ Equity

 

1,387,212

 

1,379,890

 

Noncontrolling interests in subsidiaries

 

558

 

608

 

 

 

 

 

 

 

Total Stockholders’ Equity

 

1,387,770

 

1,380,498

 

Total Liabilities and Stockholders’ Equity

 

$

2,352,570

 

$

2,324,412

 

 

See accompanying unaudited notes to condensed consolidated financial statements.

 

4



 

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

 

In thousands, except per share amounts

 

 

 

AptarGroup, Inc. Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Common

 

 

 

Capital in

 

Non-

 

 

 

 

 

Retained

 

Comprehensive

 

Stock

 

Treasury

 

Excess of

 

Controlling

 

Total

 

 

 

Earnings

 

Income/(Loss)

 

Par Value

 

Stock

 

Par Value

 

Interest

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – December 31, 2011:

 

$

1,409,388

 

$

60,318

 

$

827

 

$

(545,612

)

$

364,855

 

$

796

 

$

1,290,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

43,809

 

 

 

 

 

 

 

 

 

4

 

43,813

 

Foreign currency translation adjustments

 

 

 

41,683

 

 

 

 

 

 

 

(1

)

41,682

 

Changes in unrecognized pension gains/losses and related amortization, net of tax

 

 

 

748

 

 

 

 

 

 

 

 

 

748

 

Changes in treasury locks, net of tax

 

 

 

15

 

 

 

 

 

 

 

 

 

15

 

Net loss on derivatives, net of tax

 

 

 

(7

)

 

 

 

 

 

 

 

 

(7

)

Stock option exercises & restricted stock vestings

 

 

 

 

 

8

 

3

 

32,099

 

 

 

32,110

 

Cash dividends declared on common stock

 

(14,530

)

 

 

 

 

 

 

 

 

 

 

(14,530

)

Treasury stock purchased

 

 

 

 

 

 

 

(10,096

)

 

 

 

 

(10,096

)

Balance – March 31, 2012:

 

$

1,438,667

 

$

102,757

 

$

835

 

$

(555,705

)

$

396,954

 

$

799

 

$

1,384,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – December 31, 2012:

 

$

1,513,558

 

$

60,683

 

$

840

 

$

(625,401

)

$

430,210

 

$

608

 

$

1,380,498

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

40,029

 

 

 

 

 

 

 

 

 

(51

)

39,978

 

Foreign currency translation adjustments

 

 

 

(35,614

)

 

 

 

 

 

 

1

 

(35,613

)

Changes in unrecognized pension gains/losses and related amortization, net of tax

 

 

 

1,179

 

 

 

 

 

 

 

 

 

1,179

 

Changes in treasury locks, net of tax

 

 

 

15

 

 

 

 

 

 

 

 

 

15

 

Net loss on derivatives, net of tax

 

 

 

--

 

 

 

 

 

 

 

 

 

--

 

Stock option exercises & restricted stock vestings

 

 

 

 

 

5

 

1

 

28,968

 

 

 

28,974

 

Cash dividends declared on common stock

 

(16,493

)

 

 

 

 

 

 

 

 

 

 

(16,493

)

Treasury stock purchased

 

 

 

 

 

 

 

(10,768

)

 

 

 

 

(10,768

)

Balance – March 31, 2013:

 

$

1,537,094

 

$

26,263

 

$

845

 

$

(636,168

)

$

459,178

 

$

558

 

$

1,387,770

 

 

See accompanying unaudited notes to condensed consolidated financial statements.

 

5



 

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

In thousands, brackets denote cash outflows

 

Three Months Ended March 31,

 

2013

 

2012

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net income

 

$

39,978

 

$

43,813

 

Adjustments to reconcile net income to net cash provided by operations:

 

 

 

 

 

Depreciation

 

34,934

 

32,205

 

Amortization

 

1,237

 

349

 

Stock option based compensation

 

6,534

 

5,774

 

(Recovery)/Provision for doubtful accounts

 

(311

)

(721

)

Deferred income taxes

 

(4,668

)

(252

)

Defined benefit plan expense

 

5,123

 

3,585

 

Equity in results of affiliates in excess of cash distributions received

 

262

 

131

 

Changes in balance sheet items, excluding effects from foreign currency adjustments:

 

 

 

 

 

Accounts receivable

 

(52,022

)

(42,498

)

Inventories

 

(9,720

)

(8,818

)

Prepaid and other current assets

 

(8,947

)

265

 

Accounts payable and accrued liabilities

 

5,528

 

5,015

 

Income taxes payable

 

4,509

 

4,033

 

Retirement and deferred compensation plans

 

(3,118

)

(6,338

)

Other changes, net

 

6,790

 

(22,885

)

Net Cash Provided/(Used) by Operations

 

26,109

 

13,658

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

Capital expenditures

 

(34,832

)

(42,496

)

Disposition of property and equipment

 

2,162

 

771

 

Investment in unconsolidated affiliate

 

--

 

(279

)

Notes receivable, net

 

--

 

20

 

Net Cash Used by Investing Activities

 

(32,670

)

(41,984

)

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Proceeds/(Repayments) from notes payable

 

14,754

 

(31,967

)

Repayments of long-term obligations

 

(585

)

(761

)

Dividends paid

 

(16,493

)

(14,530

)

Credit facility costs

 

(497

)

(1,121

)

Proceeds from stock option exercises

 

19,540

 

19,674

 

Purchase of treasury stock

 

(10,768

)

(10,096

)

Excess tax benefit from exercise of stock options

 

2,403

 

6,433

 

Net Cash Provided/(Used) by Financing Activities

 

8,354

 

(32,368

)

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash

 

(6,444

)

12,883

 

 

 

 

 

 

 

Net Decrease in Cash and Equivalents

 

(4,651

)

(47,811

)

Cash and Equivalents at Beginning of Period

 

229,755

 

377,616

 

Cash and Equivalents at End of Period

 

$

225,104

 

$

329,805

 

 

See accompanying unaudited notes to condensed consolidated financial statements.

 

6



 

AptarGroup, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in Thousands, Except per Share Amounts, or Otherwise Indicated)

(Unaudited)

 

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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.  All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of consolidated financial position, results of operations, comprehensive income, changes in equity 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 (“SEC”).  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.  Also, certain financial position data included herein was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 but does not include all disclosures required by accounting principles generally accepted in the United States of America.  Accordingly, these unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.  The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

 

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates to the FASB’s Accounting Standards Codification.

In February 2013, The FASB issued authoritative guidance that amends the presentation of accumulated other comprehensive income and clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. The guidance requires footnote disclosures regarding the changes in accumulated other comprehensive income by component and the line items affected in the statements of earnings. The adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure. Additional information can be found in Note 5 of the Notes to the Condensed Consolidated Financial Statements.

In January 2013, The FASB issued authoritative guidance requiring new asset and liability offsetting disclosures for derivatives, repurchase agreements and security lending transactions to the extent that they are offset in the financial statements or are subject to an enforceable master netting arrangement or similar agreement. We do not have any repurchase agreements and do not participate in securities lending transactions. Our derivative instruments are not offset in the financial statements. Accordingly, the adoption of this standard had no impact on the Condensed Consolidated Financial Statements other than disclosure.  Additional information can be found in Note 6 of the Notes to the Condensed Consolidated Financial Statements.

 

INCOME TAXES

The Company computes taxes on income in accordance with the tax rules and regulations of the many taxing authorities where the income is earned.  The income tax rates imposed by these taxing authorities may vary substantially.  Taxable income may differ from pretax income for financial accounting purposes.  To the extent that these differences create differences between the tax basis of an asset or liability and its reported amount in the financial statements, an appropriate provision for deferred income taxes is made.

In its determination of which foreign earnings are permanently reinvested in foreign operations, the Company considers numerous factors, including the financial requirements of the U.S. parent company and those of its foreign subsidiaries, the U.S. funding needs for dividend payments and stock repurchases, and the tax consequences of remitting earnings to the U.S.  From this analysis, current year repatriation decisions are made in an attempt to provide a proper mix of debt and shareholder capital both within the U.S. and for non-U.S. operations.  The Company’s policy is to permanently reinvest its accumulated foreign earnings and only will make a distribution out of current year earnings to meet the cash needs at the parent company.  As such, the Company does not provide for taxes on earnings that are deemed to be permanently reinvested.  The effective tax rate for 2013 includes the tax cost of repatriating $76 million of current year earnings, all of which is expected to be repatriated in the first half of 2013.

The Company provides a liability for the amount of tax benefits realized from uncertain tax positions.  This liability is provided whenever the Company determines that a tax benefit will not meet a more-likely-than-not threshold for recognition.  See Note 13 of the Notes to the Condensed Consolidated Financial Statements for more information.

 

NOTE 2 - INVENTORIES

 

At March 31, 2013 and December 31, 2012, approximately 18% and 19%, respectively, of the total inventories are accounted for by the LIFO method.  Inventories, by component, consisted of:

 

 

7



 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Raw materials

 

$

118,037

 

$

125,889

 

Work in process

 

89,188

 

75,261

 

Finished goods

 

126,186

 

127,393

 

Total

 

333,411

 

328,543

 

Less LIFO Reserve

 

(7,163

)

(6,658

)

Total

 

$

326,248

 

$

321,885

 

 

NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS

 

The changes in the carrying amount of goodwill since the year ended December 31, 2012 are as follows by reporting segment:

 

 

 

 

Beauty +

 

 

 

Food +

 

Corporate

 

 

 

 

 

Home

 

Pharma

 

Beverage

 

& Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

179,890

 

$

153,978

 

$

17,684

 

$

1,615

 

$

353,167

 

Accumulated impairment losses

 

--

 

--

 

--

 

(1,615

)

(1,615

)

Balance as of December 31, 2012

 

$

179,890

 

$

153,978

 

$

17,684

 

$

--

 

$

351,552

 

Acquisition

 

--

 

--

 

--

 

--

 

--

 

Foreign currency exchange effects

 

(2,245

)

(4,386

)

(209

)

--

 

(6,840

)

Goodwill

 

$

177,645

 

$

149,592

 

$

17,475

 

$

1,615

 

$

346,327

 

Accumulated impairment losses

 

--

 

--

 

--

 

(1,615

)

(1,615

)

Balance as of March 31, 2013

 

$

177,645

 

$

149,592

 

$

17,475

 

$

--

 

$

344,712

 

 

The table below shows a summary of intangible assets as of March 31, 2013 and December 31, 2012.

 

 

 

 

 

 

March 31, 2013

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

Gross

 

 

 

 

 

Gross

 

 

 

 

 

Amortization

 

Carrying

 

Accumulated

 

Net

 

Carrying

 

Accumulated

 

Net

 

Period (Years)

 

Amount

 

Amortization

 

Value

 

Amount

 

Amortization

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patents

 

11

 

$

19,041

 

$

(18,435

)

$

606

 

$

19,570

 

$

(18,894

)

$

676

 

Acquired Technology

 

15

 

37,820

 

(1,891

)

35,929

 

38,928

 

(1,298

)

37,630

 

License agreements and other

 

5

 

35,216

 

(21,908

)

13,308

 

35,780

 

(22,126

)

13,654

 

Total intangible assets

 

10

 

$

92,077

 

$

(42,234

)

$

49,843

 

$

94,278

 

$

(42,318

)

$

51,960

 

 

Aggregate amortization expense for the intangible assets above for the quarters ended March 31, 2013 and 2012 was $1,237 and $349, respectively.

 

Future estimated amortization expense for the years ending December 31 is as follows:

 

2013

 

$

3,659

   (remaining estimated amortization for 2013)

 

2014

 

4,862

 

 

2015

 

4,689

 

 

2016

 

4,059

 

 

2017 and thereafter

 

32,574

 

 

 

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 March 31, 2013.

 

NOTE 4 – RETIREMENT AND DEFERRED COMPENSATION PLANS

 

Components of Net Periodic Benefit Cost:

 

 

 

 

Domestic Plans

 

Foreign Plans

 

Three months ended March 31,

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

2,225

 

$

1,804

 

$

969

 

$

519

 

Interest cost

 

1,250

 

1,228

 

665

 

645

 

Expected return on plan assets

 

(1,414

)

(1,401

)

(452

)

(388

)

Amortization of net loss

 

1,434

 

964

 

352

 

121

 

Amortization of prior service cost

 

1

 

1

 

93

 

92

 

Net periodic benefit cost

 

$

3,496

 

$

2,596

 

$

1,627

 

$

989

 

 

8



Table of Contents

 

EMPLOYER CONTRIBUTIONS

In order to meet or exceed minimum funding levels required by U.S. law, the Company expects to contribute approximately $10 million to its domestic defined benefit plans in 2013 and has not made any 2013 contributions as of March 31, 2013. The Company also expects to contribute approximately $4.3 million to its foreign defined benefit plans in 2013 and, as of March 31, 2013, has contributed approximately $0.7 million.

 

 

NOTE 5 – ACCUMULATED OTHER COMPREHENSIVE INCOME

 

Changes in Accumulated Other Comprehensive Income by Component:

 

 

 

Foreign

 

Defined Benefit

 

 

 

 

 

 

 

Currency

 

Pension Plans

 

Other

 

Total

 

Balance – December 31, 2011

 

$

100,593

 

$

(39,907

)

$

(368

)

$

60,318

 

Other comprehensive income before reclassifications

 

41,683

 

--

 

--

 

41,683

 

Amounts reclassified from accumulated other comprehensive income

 

--

 

748

 

8

 

756

 

Net current-period other comprehensive income

 

41,683

 

748

 

8

 

42,439

 

Balance - March 31, 2012

 

$

142,276

 

$

(39,159

)

$

(360

)

$

102,757

 

 

 

 

 

 

 

 

 

 

 

Balance – December 31, 2012

 

$

120,097

 

$

(59,248

)

$

(166

)

$

60,683

 

Other comprehensive income before reclassifications

 

(35,614

)

--

 

--

 

(35,614

)

Amounts reclassified from accumulated other comprehensive income

 

--

 

1,179

 

15

 

1,194

 

Net current-period other comprehensive income

 

(35,614

)

1,179

 

15

 

(34,420

)

Balance - March 31, 2013

 

$

84,483

 

$

(58,069

)

$

(151

)

$

26,263

 

 

Reclassifications Out of Accumulated Other Comprehensive Income:

 

Details about Accumulated Other 

 

Amount Reclassified from Accumulated

 

Affected Line in the Statement

 

Comprehensive Income Components

 

Other Comprehensive Income

 

Where Net Income is Presented

 

Three months ended March 31,

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Defined Benefit Pension Plans

 

 

 

 

 

 

 

Amortization of net loss

 

$

1,786

 

$

1,085

 

 

(a)

 

Amortization of prior service cost

 

94

 

93

 

 

(a)

 

 

 

1,880

 

1,178

 

 

Total before tax

 

 

 

(701

)

(430

)

 

Tax benefit

 

 

 

$

1,179

 

$

748

 

 

Net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

Changes in treasury locks

 

23

 

23

 

 

Interest Expense

 

Net loss on derivatives

 

--

 

(10

)

 

Interest Income

 

 

 

23

 

13

 

 

Total before tax

 

 

 

(8

)

(5

)

 

Tax benefit

 

 

 

$

15

 

$

8

 

 

Net of tax

 

 

 

 

 

 

 

 

 

 

Total reclassifications for the period

 

$

1,194

 

$

756

 

 

 

 

 

(a)

These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 4 – Retirement and Deferred Compensation Plans for additional details).

 

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 Company’s non-functional denominated transactions from adverse changes in exchange rates.  Sales of the Company’s products can be denominated in a currency different from the currency in which the related costs to produce the product are

 

9



Table of Contents

 

denominated.  Changes in exchange rates on such inter-country sales or intercompany loans can impact the Company’s results of operations.  The Company’s 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 economically 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.

 

CASH FLOW HEDGES

The Company had one foreign currency cash flow hedge until March 15, 2012.  A French subsidiary of AptarGroup, AptarGroup Holding SAS, had 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.  On March 15, 2012, the loan and foreign currency forward contracts were repaid.

 

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

A significant number of the Company’s 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 Company’s foreign entities.  A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on the Company’s 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 Company’s net investment is likely to be monetized, the Company will consider hedging the currency exposure associated with such a transaction.

 

OTHER

As of March 31, 2013, the Company has recorded the fair value of foreign currency forward exchange contracts of $1.1 million in prepaid and other, $2.7 million in accounts payable and accrued liabilities, and $0.9 million in deferred and other non-current liabilities in the balance sheet.  All forward exchange contracts outstanding as of March 31, 2013 had an aggregate contract amount of $104 million.

 

 

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of March 31, 2013

and December 31, 2012

 

Derivative Contracts Not Designated
as Hedging Instruments

 

Balance Sheet
Location

 

March 31,
2013

 

December
31, 2012

 

 

 

 

 

 

 

 

 

Derivative Assets

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

Prepaid and other

 

$

1,142

 

$

332

 

Foreign Exchange Contracts

 

Miscellaneous Other Assets

 

--

 

982

 

 

 

 

 

$

1,142

 

$

1,314

 

Derivative Liabilities

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

Accounts payable and accrued liabilities

 

$

2,669

 

$

2,097

 

Foreign Exchange Contracts

 

Deferred and other non-current liabilities

 

948

 

164

 

 

 

 

 

$

3,617

 

$

2,261

 

 

 

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income

for the Quarters Ended March 31, 2013 and March 31, 2012

 

Derivatives Not Designated as
Hedging Instruments

 

Location of Gain or (Loss) Recognized in
Income on Derivative

 

Amount of Gain or (Loss)
Recognized in Income on
Derivative

 

 

 

 

 

2013

 

2012

 

Foreign Exchange Contracts

 

Other Income (Expense) Miscellaneous, net

 

$

(2,598

)

$

7,116

 

 

 

 

 

$

(2,598

)

$

7,116

 

 

 

10



Table of Contents

 

 

 

 

 

 

 

Net Amounts

 

Gross Amounts not Offset in the

 

 

 

 

 

 

 

Gross Amounts

 

Presented in

 

Statement of Financial Position

 

 

 

 

 

Gross

 

Offset in the

 

the Statement of

 

Financial

 

Cash Collateral

 

Net

 

 

 

Amount

 

Financial Position

 

Financial Position

 

Instruments

 

Received

 

Amount

 

Description

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Assets

 

$1,142

 

--

 

$1,142

 

--

 

--

 

$1,142

 

Total Assets

 

$1,142

 

--

 

$1,142

 

--

 

--

 

$1,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$3,617

 

--

 

$3,617

 

--

 

--

 

$3,617

 

Total Liabilities

 

$3,617

 

--

 

$3,617

 

--

 

--

 

$3,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Assets

 

$1,314

 

--

 

$1,314

 

--

 

--

 

$1,314

 

Total Assets

 

$1,314

 

--

 

$1,314

 

--

 

--

 

$1,314

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$2,261

 

--

 

$2,261

 

--

 

--

 

$2,261

 

Total Liabilities

 

$2,261

 

--

 

$2,261

 

--

 

--

 

$2,261

 

 

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 including the proceeding noted below.  While management believes the resolution of these claims and lawsuits will not have a material adverse effect on the Company’s financial position or results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur that could include amounts in excess of any accruals which management has established.  Were such unfavorable final outcomes to occur, it is possible that they could have a material adverse effect on our financial position, results of operations and cash flows.

In 2010, a competitor filed a lawsuit against certain AptarGroup, Inc. subsidiaries alleging that certain processes performed by a supplier of a specific type of diptube utilized by the AptarGroup, Inc. subsidiaries in the manufacture of a specific type of pump infringes patents owned by the counterparty. This lawsuit sought an injunction barring the manufacture, use, sale and importation of this specific pump for use in fragrance containers.  In April 2012, the Company’s United States subsidiary was found to have infringed on patents owned by the counterparty within the United States.  The ruling does not apply to manufacture or sales of pumps in countries outside the United States and no damages were assessed.  The Company has appealed this ruling and is waiting for a court decision.

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 March 31, 2013.

 

 

NOTE 8 – STOCK REPURCHASE PROGRAM

 

During the three months ended March 31, 2013, the Company repurchased approximately 201 thousand shares for an aggregate amount of $10.8 million.  As of March 31, 2013, the Company has a remaining authorization to repurchase 1.8 million additional shares.  The timing of and total amount expended for the share repurchase depends upon market conditions.

 

 

NOTE 9 – EARNINGS PER SHARE

 

AptarGroup’s authorized common stock consists of 199 million shares, having a par value of $.01 each.  Information related to the calculation of earnings per share is as follows:

 

 

 

 

March 31, 2013

 

March 31, 2012

 

 

 

Diluted

 

Basic

 

Diluted

 

Basic

 

 

 

 

 

 

 

 

 

 

 

Consolidated operations

 

 

 

 

 

 

 

 

 

Income available to common shareholders

 

$

40,029

 

$

40,029

 

$

43,809

 

$

43,809

 

 

 

 

 

 

 

 

 

 

 

Average equivalent shares

 

 

 

 

 

 

 

 

 

Shares of common stock

 

66,155

 

66,155

 

66,196

 

66,196

 

Effect of dilutive stock based compensation

 

 

 

 

 

 

 

 

 

Stock options

 

2,133

 

--

 

2,580

 

--

 

Restricted stock

 

8

 

--

 

9

 

--

 

Total average equivalent shares

 

68,296

 

66,155

 

68,785

 

66,196

 

Net income per share

 

$

.59

 

$

.61

 

$

.64

 

$

.66

 

 

11



Table of Contents

 

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 dispensing systems primarily to the personal care, fragrance/cosmetic and home care markets form the Beauty + Home segment.  Operations that sell dispensing systems primarily to the prescription drug and consumer health care markets form the Pharma segment.  Operations that sell dispensing systems primarily to the food and beverage markets form the Food + Beverage segment.

The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and related depreciation and income taxes.

 

Financial information regarding the Company’s reportable segments is shown below:

 

 

Three months ended March 31,

 

2013

 

2012

 

 

 

 

 

 

 

Total Revenue:

 

 

 

 

 

Beauty + Home

 

$

367,183

 

$

380,836

 

Pharma

 

168,893

 

140,201

 

Food + Beverage

 

85,333

 

75,822

 

Total Revenue

 

$

621,409

 

$

596,859

 

 

 

 

 

 

 

Less: Intersegment Sales:

 

 

 

 

 

Beauty + Home

 

$

3,711

 

$

3,685

 

Pharma

 

24

 

158

 

Food + Beverage

 

41

 

518

 

Total Intersegment Sales

 

$

3,776

 

$

4,361

 

 

 

 

 

 

 

Net Sales:

 

 

 

 

 

Beauty + Home

 

$

363,472

 

$

377,151

 

Pharma

 

168,869

 

140,043

 

Food + Beverage

 

85,292

 

75,304

 

Net Sales

 

$

617,633

 

$

592,498

 

 

 

 

 

 

 

Segment Income (1):

 

 

 

 

 

Beauty + Home

 

$

24,415

 

$

32,972

 

Pharma

 

45,980

 

39,372

 

Food + Beverage

 

8,550

 

6,788

 

Restructuring Initiatives and Related Depreciation

 

(4,526

)

 

Corporate & Other

 

(10,785

)

(8,641

)

Income before interest and taxes

 

$

63,634

 

$

70,491

 

Interest expense, net

 

(4,232

)

(4,214

)

Income before income taxes

 

$

59,402

 

$

66,277

 

 

(1)                                 The Company evaluates performance of its business units and allocates resources based upon segment income.  Segment income is defined as earnings before net interest expense, certain corporate expenses, restructuring initiatives and income taxes. Restructuring Initiatives and Related Depreciation includes the following income/(expense) items for the three months ended March 31, 2013 as follows:

 

Three months ended March 31,

 

2013

 

2012

 

 

 

 

 

 

 

European Operations Optimization (“EOO”) Plan

 

 

 

 

 

Depreciation

 

$

459

 

$

--

 

Employee Severance and Other Costs

 

4,067

 

--

 

Total Restructuring Initiatives and Related Depreciation Expense

 

$

4,526

 

$

--

 

 

 

 

 

 

 

Restructuring Initiatives and Related Depreciation Expense by Segment

 

 

 

 

 

Beauty + Home

 

$

4,526

 

$

--

 

Total Restructuring Initiatives and Related Depreciation Expense

 

$

4,526

 

$

--

 

 

12



Table of Contents

 

NOTE 11 – ACQUISITIONS

 

On July 3, 2012, the Company completed its acquisition of Rumpler - Technologies S.A., together with its direct and indirect subsidiaries (“Stelmi”).  Stelmi is a producer of elastomer primary packaging components for injectable drug delivery and operates two manufacturing plants located in the Normandy region of France and also has a research and development facility located near Paris.  The Company acquired all of the shares of Stelmi.  The purchase price paid for Stelmi (net of cash acquired) was approximately $188 million and was funded by cash on hand.

Stelmi contributed sales of $35.4 million and a pretax income of $7.0 million for the three months ended March 31, 2013.  The results of the acquired business for the period from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Pharma reporting segment.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date at estimated fair value.  If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company may refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

 

 

 

 

July 3, 2012

 

Assets

 

 

 

Cash and equivalents

 

$

68,335

 

Accounts receivable

 

23,540

 

Inventories

 

16,826

 

Prepaid and other

 

3,256

 

Property, plant and equipment

 

42,073

 

Goodwill

 

111,031

 

Intangible assets

 

47,134

 

Other miscellaneous assets

 

6,092

 

 

 

 

 

Liabilities

 

 

 

Current maturities of long-term obligations

 

675

 

Accounts payable and accrued liabilities

 

26,064

 

Long-term obligations

 

885

 

Deferred income taxes

 

22,440

 

Retirement and deferred compensation plans

 

12,049

 

Net assets acquired

 

$

256,174

 

 

The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date:

 

 

 

 

Weighted-Average

 

Estimated

 

 

 

Useful Life

 

Fair Value

 

 

 

(in years)

 

of Asset

 

 

 

 

 

 

 

Customer relationships

 

15

 

$

7,438

 

Technology

 

15

 

37,191

 

Trademark

 

4

 

2,505

 

Total

 

 

 

$

47,134

 

 

Goodwill in the amount of $111.0 million was recorded for the acquisition of Stelmi and is included in the Pharma segment.  Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.  Goodwill largely consists of leveraging the Company’s commercial presence in selling the Stelmi line of products in markets where Stelmi didn’t previously operate and the ability of Stelmi to maintain its competitive advantage from a technical viewpoint.  Goodwill will not be amortized, but will be tested for impairment at least annually.  We do not expect that any of the goodwill will be deductible for tax purposes.

The unaudited pro forma results presented below include the effects of the Stelmi acquisition as if it had occurred as of January 1, 2011.  The unaudited pro forma results reflect certain adjustments related to the acquisition, such as the amortization associated with estimates for the acquired intangible assets and fair value adjustments for inventory.  The pro forma results do not include any synergies or other expected benefits of the acquisition.  Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.

 

 

 

 

Three Months Ended March 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Net Sales

 

$

617,633

 

$

625,474

 

Net Income Attributable to AptarGroup Inc.

 

40,037

 

46,530

 

Net Income per common share - basic

 

0.61

 

0.70

 

Net Income per common share - diluted

 

0.59

 

0.68

 

 

 

13


 


Table of Contents

 

NOTE 12 – STOCK-BASED COMPENSATION

 

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 three months of 2013 was approximately $6.5 million ($4.4 million after tax), or $0.07 per basic share and $0.06 per diluted share.  The income tax benefit related to this compensation expense was approximately $2.1 million.  Approximately $5.9 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 three months of 2012 was approximately $5.8 million ($3.9 million after tax), or $0.06 per basic and diluted share.  The income tax benefit related to this compensation expense was approximately $1.9 million.  Approximately $5.3 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 $10.07 and $10.35 per share in 2013 and 2012, 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:

 

 

 

 

 

Three months ended March 31,

 

2013

 

2012

 

 

 

 

 

 

 

Dividend Yield

 

1.8

%

1.8

%

Expected Stock Price Volatility

 

22.7

%

22.9

%

Risk-free Interest Rate

 

1.2

%

1.3

%

Expected Life of Option (years)

 

6.9

 

6.9

 

 

There were no grants under the Director Stock Option Plan during the three months ended March 31, 2013 and 2012.

 

A summary of option activity under the Company’s stock option plans as of March 31, 2013, and changes during the three months 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, 2013

 

7,879,197

 

$

37.27

 

276,667

 

$

45.48

 

Granted

 

1,335,300

 

51.57

 

--

 

--

 

Exercised

 

(663,664

)

28.69

 

--

 

--

 

Forfeited or expired

 

(22,966

)

45.02

 

--

 

--

 

Outstanding at March 31, 2013

 

8,527,867

 

$

40.15

 

276,667

 

$

45.48

 

Exercisable at March 31, 2013

 

5,982,854

 

$

35.49

 

121,834

 

$

38.09

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Remaining Contractual Term (Years):

 

 

 

 

 

 

 

Outstanding at March 31, 2013

 

6.5

 

 

 

7.6

 

 

 

Exercisable at March 31, 2013

 

5.4

 

 

 

6.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate Intrinsic Value ($000):

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2013

 

$

146,648

 

 

 

$

3,283

 

 

 

Exercisable at March 31, 2013

 

$

130,756

 

 

 

$

2,347

 

 

 

 

 

 

 

 

 

 

 

 

 

Intrinsic Value of Options Exercised ($000) During the Three Months Ended:

 

 

 

 

 

March 31, 2013

 

$

16,515

 

 

 

$

--

 

 

 

March 31, 2012

 

$

21,524

 

 

 

$

509

 

 

 

 

The fair value of shares vested during the three months ended March 31, 2013 and 2012 was $12.1 million and $11.4 million, respectively.  Cash received from option exercises was approximately $19.5 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $4.0 million in the three months ended March 31, 2013.  As of March 31, 2013, the remaining valuation of stock option awards to be expensed in future periods was $15.3 million and the related weighted-average period over which it is expected to be recognized is 1.6 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 March 31, 2013, and changes during the period then ended is presented below:

 

 

14



Table of Contents

 

 

 

 

 

Weighted-Average

 

 

 

Shares

 

Grant-Date Fair Value

 

 

 

 

 

 

 

Nonvested at January 1, 2013

 

25,862

 

$

48.76

 

Granted

 

9,948

 

53.94

 

Vested

 

(11,208

)

44.27

 

Nonvested at March 31, 2013

 

24,602

 

$

52.90

 

 

Compensation expense recorded attributable to restricted stock unit grants for the first three months of 2013 and 2012 was approximately $416 thousand and $219 thousand, respectively.  The fair value of units vested during the three months ended March 31, 2013 and 2012 was $496 thousand and $316 thousand, respectively.  The intrinsic value of units vested during the three months ended March 31, 2013 and 2012 was $582 thousand and $448 thousand, respectively.  As of March 31, 2013 there was $622 thousand of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted-average period of 1.6 years.

 

NOTE 13 – INCOME TAX UNCERTAINTIES

 

The Company had approximately $8.4 and $8.5 million recorded for income tax uncertainties as of March 31, 2013 and December 31, 2012, respectively.  The $0.1 million change in income tax uncertainties was primarily the result of currency changes.  The amount, if recognized, that would impact the effective tax rate is $8.0 and $8.1 million, respectively.  The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease by no more than $5 million in the next twelve months from the resolution of various uncertain positions as a result of the completion of tax audits, litigation and the expiration of the statute of limitations in various jurisdictions.

 

NOTE 14 – FAIR VALUE

 

Authoritative guidelines require the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities.  Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:

·

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

·

Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

·

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

 

As of March 31, 2013, the fair values of our financial assets and liabilities were categorized as follows:

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

Forward exchange contracts (a)

 

$

1,142

 

$

--

 

$

1,142

 

$

--

 

Total assets at fair value

 

$

1,142

 

$

--

 

$

1,142

 

$

--

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Forward exchange contracts (a)

 

$

3,617

 

$

--

 

$

3,617

 

$

--

 

Total liabilities at fair value

 

$

3,617

 

$

--

 

$

3,617

 

$

--

 

 

As of December 31, 2012, the fair values of our financial assets and liabilities were categorized as follows:

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

Forward exchange contracts (a)

 

$

1,314

 

$

--

 

$

1,314

 

$

--

 

Total assets at fair value

 

$

1,314

 

$

--

 

$

1,314

 

$

--

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Forward exchange contracts (a)

 

$

2,261

 

$

--

 

$

2,261

 

$

--

 

Total liabilities at fair value

 

$

2,261

 

$

--

 

$

2,261

 

$

--

 

 

(a)   Market approach valuation technique based on observable market transactions of spot and forward rates

 

The carrying amounts of the Company’s other current financial instruments such as cash and equivalents, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument.  The Company considers its long-term obligations a Level 2 liability and utilizes the market approach valuation technique based on interest rates that are currently available to the Company for issuance of debt with similar terms and maturities.  The estimated fair value of the Company’s long-term obligations was $380 million as of March 31, 2013 and $382 million as of December 31, 2012.

 

15



Table of Contents

 

NOTE 15 – RESTRUCTURING INITIATIVE

 

On November 1, 2012, the Company announced a plan to optimize certain capacity in Europe (EOO).  Due to increased production efficiencies and to better position the Company for future growth in Europe, AptarGroup will transfer and consolidate production capacity involving twelve facilities.  Two facilities, one in Italy and one in Switzerland, are expected to close and will impact approximately 170 employees.  The locations involved in the operations optimization plan are facilities that are serving the beauty, personal care, food, beverage, and consumer health care markets.  The total costs associated with the plan are estimated to be approximately €14 million (approximately $18 million using current exchange rates) of which approximately €4 million (approximately $6 million using current exchange rates) relates to non-cash expenses and will be included in depreciation and amortization in the Consolidated Statements of Income.  As of March 31, 2013 we have recorded the following activity associated with our EOO plan:

 

 

 

Beginning

 

Net Charges for

 

 

 

 

 

Ending

 

 

 

Reserve at

 

the Three Months