Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | APTARGROUP INC | |
Entity Central Index Key | 896,622 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 62,691,462 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
Net Sales | $ 589,729 | $ 586,290 | $ 1,792,066 | $ 1,770,376 |
Operating Expenses: | ||||
Cost of sales (exclusive of depreciation and amortization shown below) | 381,041 | 381,424 | 1,145,107 | 1,142,681 |
Selling, research & development and administrative | 86,695 | 81,370 | 285,841 | 266,869 |
Depreciation and amortization | 39,667 | 35,439 | 115,944 | 103,664 |
Total Operating Expenses | 507,403 | 498,233 | 1,546,892 | 1,513,214 |
Operating Income | 82,326 | 88,057 | 245,174 | 257,162 |
Other (Expense) Income: | ||||
Interest expense | (8,753) | (8,948) | (26,547) | (25,446) |
Interest income | 715 | 1,762 | 1,759 | 4,598 |
Equity in results of affiliates | (15) | (209) | (187) | (735) |
Miscellaneous, net | 728 | (1,285) | (995) | (2,752) |
Total Other Income (Expense) | (7,325) | (8,680) | (25,970) | (24,335) |
Income before Income Taxes | 75,001 | 79,377 | 219,204 | 232,827 |
Provision for Income Taxes | 21,901 | 26,115 | 63,187 | 76,925 |
Net Income | 53,100 | 53,262 | 156,017 | 155,902 |
Net (Income) Loss Attributable to Noncontrolling Interests | (2) | (15) | (8) | 55 |
Net Income Attributable to AptarGroup, Inc. | $ 53,098 | $ 53,247 | $ 156,009 | $ 155,957 |
Net Income Attributable to AptarGroup, Inc. Per Common Share: | ||||
Basic (in dollars per share) | $ 0.84 | $ 0.85 | $ 2.48 | $ 2.49 |
Diluted (in dollars per share) | $ 0.82 | $ 0.83 | $ 2.40 | $ 2.41 |
Average number of shares outstanding: | ||||
Basic (in shares) | 62,858 | 62,886 | 62,878 | 62,627 |
Diluted (in shares) | 64,690 | 64,454 | 64,989 | 64,609 |
Dividends per Common Share (in dollars per share) | $ 0.30 | $ 0.28 | $ 0.90 | $ 0.84 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net Income | $ 53,100 | $ 53,262 | $ 156,017 | $ 155,902 |
Other Comprehensive Income (Loss): | ||||
Foreign currency translation adjustments | 13,792 | (20,883) | 44,239 | (115,030) |
Changes in treasury locks, net of tax | 6 | 6 | 19 | 19 |
Defined benefit pension plan, net of tax | ||||
Amortization of prior service cost included in net income, net of tax | 58 | 42 | 174 | 127 |
Amortization of net loss included in net income, net of tax | 779 | 1,132 | 2,337 | 3,389 |
Total defined benefit pension plan, net of tax | 837 | 1,174 | 2,511 | 3,516 |
Total other comprehensive income (loss) | 14,635 | (19,703) | 46,769 | (111,495) |
Comprehensive Income | 67,735 | 33,559 | 202,786 | 44,407 |
Comprehensive (Income) Loss Attributable to Noncontrolling Interests | (1) | (7) | 63 | |
Comprehensive Income Attributable to AptarGroup, Inc. | $ 67,734 | $ 33,552 | $ 202,786 | $ 44,470 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and equivalents | $ 432,737 | $ 489,901 |
Short-term Investments | 29,816 | |
Cash Equivalents and Short-term Investments Total | 432,737 | 519,717 |
Accounts and notes receivable, less allowance for doubtful accounts of $3,363 in 2016 and $2,710 in 2015 | 463,472 | 391,571 |
Inventories | 322,028 | 294,912 |
Prepaid and other | 83,974 | 88,794 |
Total Current Assets | 1,302,211 | 1,294,994 |
Property, Plant and Equipment: | ||
Buildings and improvements | 380,270 | 343,698 |
Machinery and equipment | 1,998,350 | 1,866,627 |
Property, Plant and Equipment, Gross | 2,378,620 | 2,210,325 |
Less: Accumulated depreciation | (1,584,858) | (1,465,873) |
Property, Plant and Equipment, Net | 793,762 | 744,452 |
Land | 24,268 | 20,931 |
Total Property, Plant and Equipment | 818,030 | 765,383 |
Other Assets: | ||
Investments in affiliates | 4,365 | 4,590 |
Goodwill | 424,780 | 310,240 |
Intangible assets | 101,959 | 31,529 |
Miscellaneous | 33,537 | 30,309 |
Total Other Assets | 564,641 | 376,668 |
Total Assets | 2,684,882 | 2,437,045 |
Current Liabilities: | ||
Notes payable | 138,784 | 5,083 |
Current maturities of long-term obligations, net of unamortized debt issuance costs | 3,228 | 51,884 |
Accounts payable and accrued liabilities | 362,358 | 354,928 |
Total Current Liabilities | 504,370 | 411,895 |
Long-term obligations | 776,766 | 760,848 |
Deferred Liabilities and Other: | ||
Deferred income taxes | 23,473 | 20,486 |
Retirement and deferred compensation plans | 85,825 | 87,763 |
Deferred and other non-current liabilities | 8,102 | 6,347 |
Commitments and contingencies | ||
Total Deferred Liabilities and Other | 117,400 | 114,596 |
AptarGroup, Inc. stockholders' equity | ||
Common stock, $.01 par value, 199 million shares authorized, 66.5 and 66.7 million shares issued as of September 30, 2016 and December 31, 2015, respectively | 665 | 667 |
Capital in excess of par value | 544,716 | 495,462 |
Retained earnings | 1,209,097 | 1,185,681 |
Accumulated other comprehensive (loss) | (215,570) | (262,347) |
Less treasury stock at cost, 3.9 and 4.2 million shares as of September 30, 2016 and December 31, 2015, respectively | (252,857) | (270,052) |
Total AptarGroup, Inc. Stockholders' Equity | 1,286,051 | 1,149,411 |
Noncontrolling interests in subsidiaries | 295 | 295 |
Total Stockholders' Equity | 1,286,346 | 1,149,706 |
Total Liabilities and Stockholders' Equity | $ 2,684,882 | $ 2,437,045 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands, shares in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts and notes receivable, allowance for doubtful accounts (in dollars) | $ 3,363 | $ 2,710 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 199 | 199 |
Common stock, shares issued | 66.5 | 66.7 |
Treasury stock, shares | 3.9 | 4.2 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) | Common Stock Par Value | Treasury Stock | Capital in Excess of Par Value | Non-Controlling Interest | Total |
Balance at Dec. 31, 2014 | $ 1,740,005 | $ (110,045) | $ 862 | $ (1,026,117) | $ 498,702 | $ 509 | $ 1,103,916 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net Income | 155,957 | (55) | 155,902 | ||||
Foreign currency translation adjustments | (115,022) | (8) | (115,030) | ||||
Changes in unrecognized pension gains/losses and related amortization, net of tax | 3,516 | 3,516 | |||||
Changes in treasury locks, net of tax | 19 | 19 | |||||
Stock option exercises & restricted stock vestings | 10 | 3,936 | 60,771 | 64,717 | |||
Cash dividends declared on common stock | (52,512) | (52,512) | |||||
Treasury stock purchased | (50,000) | 50,000 | |||||
Treasury stock retired | (628,481) | (200) | 754,118 | (125,437) | |||
Non controlling interest repurchased | (476) | (148) | (624) | ||||
Balance at Sep. 30, 2015 | 1,214,969 | (221,532) | 672 | (318,063) | 483,560 | 298 | 1,159,904 |
Balance at Dec. 31, 2015 | 1,185,681 | (262,347) | 667 | (270,052) | 495,462 | 295 | 1,149,706 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net Income | 156,009 | 8 | 156,017 | ||||
Foreign currency translation adjustments | 44,247 | (8) | 44,239 | ||||
Changes in unrecognized pension gains/losses and related amortization, net of tax | 2,511 | 2,511 | |||||
Changes in treasury locks, net of tax | 19 | 19 | |||||
Stock option exercises & restricted stock vestings | 9 | 17,195 | 58,037 | 75,241 | |||
Cash dividends declared on common stock | (56,597) | (56,597) | |||||
Common stock repurchased and retired | (75,996) | (11) | (8,783) | (84,790) | |||
Balance at Sep. 30, 2016 | $ 1,209,097 | $ (215,570) | $ 665 | $ (252,857) | $ 544,716 | $ 295 | $ 1,286,346 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net income | $ 156,017 | $ 155,902 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation | 109,156 | 100,427 |
Amortization | 6,788 | 3,237 |
Stock based compensation | 17,823 | 17,296 |
Provision for (recovery of) doubtful accounts | 369 | (771) |
Deferred income taxes | (661) | 943 |
Defined benefit plan expense | 12,632 | 15,434 |
Equity in results of affiliates | 187 | 735 |
Changes in balance sheet items, excluding effects from foreign currency adjustments: | ||
Accounts receivables | (54,243) | (46,820) |
Inventories | (11,284) | (26,102) |
Prepaid and other current assets | (14,244) | (11,277) |
Accounts payable and accrued liabilities | 3,491 | 42,285 |
Income taxes payable | (595) | (4,154) |
Retirement and deferred compensation plan liabilities | (12,525) | (11,810) |
Other changes, net | (8,597) | (3,962) |
Net Cash Provided by Operations | 204,314 | 231,363 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (92,366) | (106,228) |
Proceeds from sale of property and equipment, including insurance proceeds | 1,205 | 8 |
Insurance proceeds | 844 | 1,900 |
Purchase of short-term investments | (67,414) | |
Maturity of short-term investments | 29,485 | |
Acquisition of business, net of cash acquired | (202,985) | |
Acquisition of intangible assets | (2,491) | |
Notes receivable, net | 777 | 611 |
Net Cash Used by Investing Activities | (265,531) | (171,123) |
Cash Flows from Financing Activities: | ||
Proceeds from (repayments of) notes payable | 132,622 | (227,911) |
Proceeds from long-term obligations | 5,950 | 225,827 |
Repayments of long-term obligations | (53,512) | (336) |
Dividends paid | (56,597) | (52,512) |
Credit facility costs | (1,216) | |
Proceeds from stock option exercises | 47,563 | 40,253 |
Common stock repurchased and retired | (84,790) | |
Excess tax benefit from exercise of stock options | 7,960 | 5,934 |
Net Cash Used by Financing Activities | (804) | (9,961) |
Effect of Exchange Rate Changes on Cash | 4,857 | (15,982) |
Net (Decrease) Increase in Cash and Equivalents | (57,164) | 34,297 |
Cash and Equivalents at Beginning of Period | 489,901 | 399,762 |
Cash and Equivalents at End of Period | $ 432,737 | $ 434,059 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of AptarGroup, Inc. and our subsidiaries. The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain previously reported amounts have been reclassified to conform to the current period presentation. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all 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 disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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, 2015 but does not include all disclosures required by U.S. GAAP. Accordingly, these Unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year. CHANGE IN ACCOUNTING PRINCIPLE During the second quarter of 2015, the Company changed its inventory valuation method for certain operating entities in its North American business to the first-in first-out (FIFO) method from the last-in first-out (LIFO) method. Prior to the change, the Company utilized two methods of inventory costing: LIFO for inventories in these operating entities and FIFO for inventories in other operating entities. The Company believes that the FIFO method is preferable as it better reflects the current value of inventory on the Company’s Condensed Consolidated Balance Sheet, provides better matching of revenues and expenses, results in uniformity across the Company’s global operations with respect to the method of inventory accounting and improves comparability with the Company’s peers. The cumulative pre-tax effect of this change, recognized in the results of operations of the second quarter of 2015, was a gain of approximately $7.4 million and was recognized as a decrease to Cost of sales (exclusive of depreciation and amortization). The effect of the change on Net Income Attributable to AptarGroup was approximately $4.8 million, representing approximately $0.08 per diluted share. The change to the FIFO method was not applied retrospectively because the impact to previously issued financial statements or to the trend of reported results of operations was immaterial. ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification. In May 2014, the FASB amended the guidance for recognition of revenue from customer contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB decided to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also decided to allow early adoption of the standard, but not before the original effective date of December 15, 2016. Subsequent to the initial standards, the FASB has also issued several ASUs to clarify specific revenue recognition topics. We are currently evaluating the impact the adoption of this standard will have on our Consolidated Financial Statements. In April 2015, the FASB issued an ASU intended to simplify U.S. GAAP by changing the presentation of debt issuance costs. Under the new standard, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. The new treatment is consistent with debt discounts. In August 2015, the FASB issued an ASU clarifying that debt issuance costs related to line of credit arrangements can be classified as an asset and amortized ratably over the term of the line of credit arrangement. These standards were effective for annual reporting periods beginning after December 15, 2015. The Company has implemented these standards within the current financial statements and retrospectively applied the changes to the prior periods as required, which resulted in a $1.7 million reclassification from Intangible Assets to Current Maturities of Long-Term Obligations and Long-Term Obligations in the December 31, 2015 Consolidated Balance Sheet. In April 2015, the FASB issued new guidance on a customer's accounting for fees paid in a cloud computing arrangement (“CCA”). Previously, there was no specific U.S. GAAP guidance on accounting for such fees from the customer's perspective. Under the new standard, customers will apply the same criteria as vendors to determine whether a CCA contains a software license or is solely a service contract. This standard was effective for annual reporting periods beginning after December 15, 2015. The Company has adopted the requirements of the standard with respect to its current CCAs and has determined that the impact is not material to our current year financial statements. In May 2015, the FASB issued new guidance on investment disclosures. Investments measured at net asset value (“NAV”), as a practical expedient for fair value, are excluded from the fair value hierarchy. Removing investments measured using the practical expedient from the fair value hierarchy is intended to eliminate the diversity in practice that currently exists with respect to the categorization of these investments. The Company has adopted the standard and determined that there was no impact to the current period financial statements and that the presentation of pension plan investment fair value hierarchy tables in the annual financial statements will be updated accordingly. In November 2015, the FASB issued guidance which simplifies the balance sheet classification of deferred taxes. The new guidance requires that deferred tax liabilities and assets be presented as non-current in a classified statement of financial position. This standard is effective for annual reporting periods beginning after December 15, 2016. The Company has prospectively adopted the requirements of the standard and updated the presentation of our classified statement of financial position accordingly. Other accounting standards that have been issued by the FASB or other standards-setting bodies did not have a material impact on our Consolidated Financial Statements. RETIREMENT OF COMMON STOCK During the first nine months of 2016, the Company repurchased and immediately retired 1.1 million shares of common stock. Common stock was reduced by the number of shares retired at $0.01 par value per share. The excess of purchase price over par value may be charged entirely to retained earnings or may be allocated between additional paid-in capital and retained earnings. The Company has elected to allocate the excess purchase price over par value between additional paid-in capital and retained earnings. INCOME TAXES The Company computes taxes on income in accordance with the tax rules and regulations of the many taxing authorities where income is earned. The income tax rates imposed by these taxing authorities may vary substantially. Taxable income may differ from pre-tax income for financial accounting purposes. To the extent that these differences create differences between the tax basis of an asset or liability and our reported amount in the financial statements, an appropriate provision for deferred income taxes is made. In making the 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 our 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 our accumulated foreign earnings and the Company will only 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 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 4 of the Unaudited Notes to the Condensed Consolidated Financial Statements for more information. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2016 | |
INVENTORIES | |
INVENTORIES | NOTE 2 - INVENTORIES Inventories, by component, consisted of: September 30, December 31, Raw materials $ $ Work in process Finished goods Total $ $ |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill since December 31, 2015 are as follows by reporting segment: Beauty + Food + Corporate Home Pharma Beverage & Other Total Goodwill $ $ $ $ $ Accumulated impairment losses — — — Balance as of December 31, 2015 $ $ $ $ — $ Acquisition — — Foreign currency exchange effects — Goodwill $ $ $ $ $ Accumulated impairment losses — — — Balance as of September 30, 2016 $ $ $ $ — $ The table below shows a summary of intangible assets as of September 30, 2016 and December 31, 2015. September 30, 2016 December 31, 2015 Weighted Average Gross Gross Amortization Period Carrying Accumulated Net Carrying Accumulated Net (Years) Amount Amortization Value Amount Amortization Value Amortized intangible assets: Patents $ $ $ $ $ $ Acquired technology Customer relationships License agreements and other Total intangible assets $ $ $ $ $ $ Aggregate amortization expense for the intangible assets above for the quarters ended September 30, 2016 and 2015 was $2,553 and $1,071, respectively. Aggregate amortization expense for the intangible assets above for the nine months ended September 30, 2016 and 2015 was $6,788 and $3,237, respectively. Future estimated amortization expense for the years ending December 31 is as follows: 2016 $ (remaining estimated amortization for 2016) 2017 2018 2019 2020 and thereafter 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 September 30, 2016. |
INCOME TAX UNCERTAINTIES
INCOME TAX UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2016 | |
INCOME TAX UNCERTAINTIES | |
INCOME TAX UNCERTAINTIES | NOTE 4 — INCOME TAX UNCERTAINTIES The Company had approximately $9.1 and $7.9 million recorded for income tax uncertainties as of September 30, 2016 and December 31, 2015, respectively. The increase is attributable to tax benefits recognized in multiple jurisdictions which are currently under examination. The Company is actively defending its positions and the final results could differ. The uncertain amounts, if recognized, that would impact the effective tax rate is $9.1 and $7.9 million, respectively. The Company estimates that it is reasonably possible that the liability for uncertain tax positions will decrease by no more than $7.0 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. |
LONG-TERM OBLIGATIONS
LONG-TERM OBLIGATIONS | 9 Months Ended |
Sep. 30, 2016 | |
LONG-TERM OBLIGATIONS | |
LONG-TERM OBLIGATIONS | NOTE 5 – LONG –TERM OBLIGATIONS In December 2014, we executed a $475 million private placement to take advantage of low long-term interest rates. At that time, we closed on $250 million of the private placement to fund our accelerated share repurchase (“ASR”) program (see Note 11). This closing consisted of two maturity tranches, with $125 million of 9 year notes at an interest rate of 3.49% and $125 million of 11 year notes at an interest rate of 3.61%. We closed on the remaining $225 million of the private placement in February 2015, consisting of $100 million of 9 year notes at an interest rate of 3.49% and $125 million of 11 year notes at an interest rate of 3.61%. The proceeds from this closing were used to pay down the existing revolving line of credit. At September 30, 2016, the Company’s long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.61% – 16.00%, due in monthly and annual installments through 2025 $ $ — $ Senior unsecured notes 6.0%, due in 2018 Senior unsecured notes 3.8%, due in 2020 Senior unsecured notes 3.2%, due in 2022 Senior unsecured notes 3.5%, due in 2023 Senior unsecured notes 3.4%, due in 2024 Senior unsecured notes 3.5%, due in 2024 Senior unsecured notes 3.6%, due in 2025 Senior unsecured notes 3.6%, due in 2026 Capital lease obligations — $ $ $ Current maturities of long-term obligations — Total long-term obligations $ $ $ At December 31, 2015, the Company’s long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.61% – 14.50%, due in monthly and annual installments through 2025 $ $ — $ Senior unsecured notes 6.0%, due in 2016 Senior unsecured notes 6.0%, due in 2018 Senior unsecured notes 3.8%, due in 2020 Senior unsecured notes 3.2%, due in 2022 Senior unsecured notes 3.5%, due in 2023 Senior unsecured notes 3.4%, due in 2024 Senior unsecured notes 3.5%, due in 2024 Senior unsecured notes 3.6%, due in 2025 Senior unsecured notes 3.6%, due in 2026 Capital lease obligations — $ $ $ Current maturities of long-term obligations Total long-term obligations $ $ $ Aggregate long-term maturities, excluding capital lease obligations, due annually from the current balance sheet date for the next five years are $2,707, $3,603, $78,604, $4,686 and $85,816 and $604,226 thereafter. |
RETIREMENT AND DEFERRED COMPENS
RETIREMENT AND DEFERRED COMPENSATION PLANS | 9 Months Ended |
Sep. 30, 2016 | |
RETIREMENT AND DEFERRED COMPENSATION PLANS | |
RETIREMENT AND DEFERRED COMPENSATION PLANS | NOTE 6 — RETIREMENT AND DEFERRED COMPENSATION PLANS Components of Net Periodic Benefit Cost: Domestic Plans Foreign Plans Three Months Ended September 30, Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of net loss Amortization of prior service cost — — Net periodic benefit cost $ $ $ $ Domestic Plans Foreign Plans Nine Months Ended September 30, Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of net loss Amortization of prior service cost — — Net periodic benefit cost $ $ $ $ EMPLOYER CONTRIBUTIONS Although the Company has no minimum funding requirement, we contributed $10.0 million to our domestic defined benefit plans during the first quarter of 2016. The Company also expects to contribute approximately $4.5 million to our foreign defined benefit plans in 2016, and as of September 30, 2016, we have contributed approximately $1.5 million. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 7— ACCUMULATED OTHER COMPREHENSIVE INCOME Changes in Accumulated Other Comprehensive Income by Component: Foreign Defined Benefit Currency Pension Plans Other Total Balance - December 31, 2014 $ $ $ $ Other comprehensive (loss) before reclassifications — — Amounts reclassified from accumulated other comprehensive income — Net current-period other comprehensive (loss) income Balance - September 30, 2015 $ $ $ $ Balance - December 31, 2015 $ $ $ $ Other comprehensive income before reclassifications — — Amounts reclassified from accumulated other comprehensive (loss) income Net current-period other comprehensive income Balance - September 30, 2016 $ $ $ $ Reclassifications Out of Accumulated Other Comprehensive Income: Amount Reclassified from Details about Accumulated Other Accumulated Other Affected Line in the Statement Comprehensive Income Components Comprehensive Income Where Net Income is Presented Three Months Ended September 30, Defined Benefit Pension Plans Amortization of net loss $ $ (a) Amortization of prior service cost (a) Total before tax Tax benefit $ $ Net of tax Foreign Currency Foreign currency gain $ $ — Miscellaneous, net — Total before tax — — Tax benefit $ $ — Net of tax Other Changes in treasury locks $ $ Interest Expense Total before tax Tax benefit $ $ Net of tax Total reclassifications for the period $ $ (a) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 6 – Retirement and Deferred Compensation Plans for additional details). Amount Reclassified from Details about Accumulated Other Accumulated Other Affected Line in the Statement Comprehensive Income Components Comprehensive Income Where Net Income is Presented Nine Months Ended September 30, Defined Benefit Pension Plans Amortization of net loss $ $ (b) Amortization of prior service cost (b) Total before tax Tax benefit $ $ Net of tax Foreign Currency Foreign currency gain $ $ — Miscellaneous, net — Total before tax — — Tax benefit $ $ — Net of tax Other Changes in treasury locks $ $ Interest Expense Total before tax Tax benefit $ $ Net of tax Total reclassifications for the period $ $ (b) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 6 – Retirement and Deferred Compensation Plans for additional details). |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 9 Months Ended |
Sep. 30, 2016 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 8 — 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 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 our 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. 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. 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 subsidiaries. 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 our 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 September 30, 2016, the Company has recorded the fair value of foreign currency forward exchange contracts of $0.6 million in prepaid and other and $1.3 million in accounts payable and accrued liabilities in the balance sheet. All forward exchange contracts outstanding as of September 30, 2016 had an aggregate contract amount of $107.5 million. Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 Derivative Contracts Not Designated September 30, December 31, as Hedging Instruments Balance Sheet Location Derivative Assets Foreign Exchange Contracts Prepaid and other $ $ Foreign Exchange Contracts Miscellaneous other assets — $ $ Derivative Liabilities Foreign Exchange Contracts Accounts payable and accrued liabilities $ $ Foreign Exchange Contracts Deferred and other non-current liabilities — $ $ The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income for the Quarters Ended September 30, 2016 and September 30, 2015 Amount of Gain Derivatives Not Designated Location of Gain Recognized Recognized in Income as Hedging Instruments in Income on Derivatives on Derivatives Foreign Exchange Contracts Other (Expense) Income: Miscellaneous, net $ $ $ $ The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2016 and September 30, 2015 Amount of (Loss) Gain Derivatives Not Designated Location of (Loss) Gain Recognized Recognized in Income as Hedging Instruments in Income on Derivatives on Derivatives Foreign Exchange Contracts Other (Expense) Income: Miscellaneous, net $ $ $ $ Gross Amounts not Offset Net Amounts in the Statement of Gross Amounts Presented in Financial Position Gross Offset in the the Statement of Financial Cash Collateral Net Amount Financial Position Financial Position Instruments Received Amount Description September 30, 2016 Derivative Assets $ — $ — — $ Total Assets $ — $ — — $ Derivative Liabilities $ — $ — — $ Total Liabilities $ — $ — — $ December 31, 2015 Derivative Assets $ — $ — — $ Total Assets $ — $ — — $ Derivative Liabilities $ — $ — — $ Total Liabilities $ — $ — — $ |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE | |
FAIR VALUE | NOTE 9 — 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 September 30, 2016, 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) $ $ — $ $ — Total assets at fair value $ $ — $ $ — Liabilities Forward exchange contracts (a) $ $ — $ $ — Total liabilities at fair value $ $ — $ $ — As of December 31, 2015, 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) $ $ — $ $ — Total assets at fair value $ $ — $ $ — Liabilities Forward exchange contracts (a) $ $ — $ $ — Total liabilities at fair value $ $ — $ $ — (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 our 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 $803 million as of September 30, 2016 and $760 million as of December 31, 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - 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. 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. Under our Certificate of Incorporation, the Company has agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our 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 our exposure. As a result of our 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 September 30, 2016 and December 31, 2015. |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 9 Months Ended |
Sep. 30, 2016 | |
STOCK REPURCHASE PROGRAM | |
STOCK REPURCHASE PROGRAM | NOTE 11 — STOCK REPURCHASE PROGRAM The Company announced the $350 million share repurchase program in effect for the quarter ended September 30, 2016 on October 30, 2014. On October 20, 2016, the Company announced a new share repurchase authorization of up to $350 million of common stock. This authorization replaces previous authorizations and has no expiration date. AptarGroup may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions. On December 16, 2014, the Company entered into an agreement to repurchase approximately $250 million of its common stock under an accelerated share repurchase program (the “ASR program”). The ASR program is part of the Company’s $350 million share repurchase authorization. On December 17, 2014, the Company paid $250 million to Wells Fargo Bank N.A. (“Wells Fargo”) in exchange for approximately 3.1 million shares. On September 25, 2015, the Company settled the ASR program with Wells Fargo and received approximately 719 thousand additional shares. The total number of shares repurchased under the ASR program was approximately 3.8 million shares. Shares repurchased subsequent to the completion of the ASR program have been immediately retired. During the three and nine months ended September 30, 2016, the Company repurchased approximately 463 thousand and 1.1 million shares for approximately $36.1 million and $84.8 million, respectively. During the three and nine months ended September 30, 2015, the Company did not repurchase any additional shares outside of the ASR program settlement. As of September 30, 2016, there was $1.3 million of authorized share repurchases available to the Company. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 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 and restricted stock units are issued to non-employee directors under Director Stock Option Plans and the Director Restricted Stock Unit Plan 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 granted to employees generally vest over three years. Compensation expense recorded attributable to stock options for the first nine months of 2016 was approximately $15.5 million. Approximately $13.7 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 nine months of 2015 was approximately $14.9 million. Approximately $13.2 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 $12.87 and $12.83 per share during the first nine months of 2016 and 2015, 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: Nine Months Ended September 30, Dividend Yield % % Expected Stock Price Volatility % % Risk-free Interest Rate % % Expected Life of Option (years) There were no grants under the Director Stock Option Plan during the third quarter of 2015 as this plan was cancelled and replaced by the Director Restricted Stock Unit Plan. A summary of option activity under the Company’s stock plans during the nine months ended September 30, 2016 is presented below: Stock Awards Plans Director Stock Option Plans Weighted Average Weighted Average Options Exercise Price Options Exercise Price Outstanding, January 1, 2016 $ $ Granted — — Exercised Forfeited or expired — — Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ Weighted-Average Remaining Contractual Term (Years): Outstanding at September 30, 2016 Exercisable at September 30, 2016 Aggregate Intrinsic Value: Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ Intrinsic Value of Options Exercised During the Nine Months Ended: September 30, 2016 $ $ September 30, 2015 $ $ The fair value of shares vested during the nine months ended September 30, 2016 and 2015 was $17.2 million and $16.1 million, respectively. Cash received from option exercises was approximately $47.6 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $12.0 million in the nine months ended September 30, 2016. As of September 30, 2016, the remaining valuation of stock option awards to be expensed in future periods was $16.1 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 September 30, 2016, and changes during the nine month period then ended, is presented below: Director Restricted Stock Awards Plans Stock Unit Plan Weighted Average Weighted Average RSUs Grant-Date Fair Value RSUs Grant-Date Fair Value Nonvested at January 1, 2016 $ $ Granted Vested Forfeited — — Nonvested at September 30, 2016 $ $ Compensation expense recorded attributable to restricted stock unit grants was approximately $2.3 million for both of the first nine months of 2016 and 2015. The fair value of units vested during the nine months ended September 30, 2016 and 2015 was $1.9 million and $757 thousand, respectively. The intrinsic value of units vested during the nine months ended September 30, 2016 and 2015 was $2.3 million and $877 thousand, respectively. As of September 30, 2016, there was $1.8 million of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted-average period of 1.2 years. The Company has a long-term incentive program for certain employees. Each award is based on the cumulative total shareholder return of our common stock during a three year performance period. Total expense related to this program for awards outstanding as of September 30, 2016 is expected to be approximately $3.7 million, of which $973 thousand and $857 thousand was recognized in the first nine months of 2016 and 2015, respectively. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 13 — 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: Three Months Ended September 30, 2016 September 30, 2015 Diluted Basic Diluted Basic Consolidated operations Income available to common shareholders $ $ $ $ Average equivalent shares Shares of common stock Effect of dilutive stock based compensation Stock options — — Restricted stock — — Total average equivalent shares Net income per share $ $ $ $ Nine Months Ended September 30, 2016 September 30, 2015 Diluted Basic Diluted Basic Consolidated operations Income available to common shareholders $ $ $ $ Average equivalent shares Shares of common stock Effect of dilutive stock based compensation Stock options — — Restricted stock — — Total average equivalent shares Net income per share $ $ $ $ |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | NOTE 14 — SEGMENT INFORMATION The Company is organized into three reporting segments. Operations that sell dispensing systems primarily to the personal care, beauty and home care markets form the Beauty + Home segment. Operations that sell dispensing systems primarily to the prescription drug, consumer health care and injectables 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, 2015. Financial information regarding the Company’s reportable segments is shown below: Three Months Ended September 30, Nine Months Ended September 30, Total Sales: Beauty + Home $ $ $ $ Pharma Food + Beverage Total Sales Less: Intersegment Sales: Beauty + Home $ $ $ $ Pharma — — — Food + Beverage Total Intersegment Sales $ $ $ $ Net Sales: Beauty + Home $ $ $ $ Pharma Food + Beverage Net Sales $ $ $ $ Segment Income (1): Beauty + Home $ $ $ $ Pharma Food + Beverage Corporate & Other Income before interest and taxes $ $ $ $ Interest expense, net Income before income taxes $ $ $ $ (1) The Company evaluates performance of our business units and allocates resources based upon segment income. Segment income is defined as earnings before net interest expense, certain corporate expenses and income taxes. |
INSURANCE SETTLEMENT RECEIVABLE
INSURANCE SETTLEMENT RECEIVABLE | 9 Months Ended |
Sep. 30, 2016 | |
INSURANCE SETTLEMENT RECEIVABLE | |
INSURANCE SETTLEMENT RECEIVABLE | Note 15 – INSURANCE SETTLEMENT RECEIVABLE As previously disclosed, a fire caused damages to AptarGroup’s facility in Annecy, France on June 25, 2016. The fire was contained to one of three production units and there were no reported injuries. Aptar Annecy supplies anodized aluminum components for certain AptarGroup dispensing systems. While repairs are underway, AptarGroup will source from its network of suppliers as well as from its anodizing facility in Brazil. The Company is insured for the damages caused by the fire, including business interruption insurance, and it does not expect this incident to have a material impact on its financial results. Costs, including the write-off of damaged fixed assets and inventory along with labor and other direct costs related to the fire, of $4.9 million and $5.5 million were incurred during the third quarter and year to date, respectively. As of September 30, 2016, we have received insurance proceeds of $2.2 million. We have established an insurance receivable of $1.9 million for known losses for which insurance reimbursement is probable, which is included in Prepaid and Other in the Condensed Consolidated Balance Sheet. In many cases, our insurance coverage exceeds the amount of these incurred losses. No gain contingencies have been recognized as our ability to realize those gains remains uncertain. Therefore, we are reporting net expenses of $1.4 million related to the French fire during 2016. These costs are included in the Beauty + Home segment. A separate fire caused damage to the roof and production area of one of the Company’s facilities in Brazil in September 2014. There were no injuries. The facility is primarily an internal supplier of anodized aluminum components for certain dispensing systems sold to the regional beauty and personal care markets. Repairs of the facility were essentially completed in the fourth quarter 2015. AptarGroup is insured for the damages caused by the fire, including business interruption insurance. While the Company is still finalizing the payout of the claims with our insurance carriers, we have a $2.3 million receivable related to costs incurred but not yet reimbursed, which is included in Prepaid and Other in the Condensed Consolidated Balance Sheet. This incident did not have a material impact on our financial results during the first nine months of either 2016 or 2015 and we expect to reach a final insurance settlement during 2016. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2016 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 16 – ACQUISITIONS On February 29, 2016, the Company completed its acquisition of MegaPlast GmbH and its subsidiaries along with Megaplast France S.a.r.l and Mega Pumps L.P. (Mega Airless). Mega Airless is a leading provider of innovative all-plastic airless dispensing systems for the beauty, personal care and pharmaceutical markets and operates two manufacturing facilities in Germany and one in the United States. The purchase price paid for Mega Airless was approximately $223.2 million ($203.0 million net of cash received) and was funded by cash on hand and borrowings on our revolving line of credit. Mega Airless contributed sales of $18.3 million and pretax income of $2.2 million for the three months ended September 30, 2016. For the nine months ended September 30, 2016, Mega Airless reported sales of $42.9 million and pretax income of $2.1 million due to a purchase accounting adjustment of $2.6 million related to the inventory fair value adjustment. The results of the acquired business from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Beauty + Home and Pharma reporting segments. For the nine months ended September 30, 2016, we recognized $5.6 million in transaction costs related to the acquisition of Mega Airless. These costs are reflected in the selling, research & development and administrative section of the Condensed Consolidated Statements of Income. The following table summarizes the assets acquired and liabilities assumed as of the acquisition date at estimated fair value. February 29, 2016 Assets Cash and equivalents $ Accounts receivable Inventories Prepaid and other Property, plant and equipment Goodwill Intangible assets Other miscellaneous assets Liabilities Current maturities of long-term obligations Accounts payable and accrued liabilities Long-term obligations Deferred income taxes Net assets acquired $ During the quarter ended September 30, 2016 we continued to obtain information to refine estimated fair values. As a result of the additional information the significant adjustments to the carrying amounts were as follows: · deferred income tax liabilities decreased by $0.4 million · goodwill decreased by $0.4 million 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 $ Technology Trademark Total $ Based on the initial calculations, goodwill in the amount of $105.6 million was recorded for the acquisition of Mega Airless, of which $49.8 million and $55.8 million is included in the Beauty + Home and Pharma segments, respectively. 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 Mega Airless line of products in markets where Mega Airless did not previously operate and the ability of Mega Airless 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 any of the goodwill will be deductible for tax purposes. The unaudited pro forma results presented below include the effects of the Mega Airless acquisition as if it had occurred as of January 1, 2015. 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 2016 pro forma earnings were adjusted to exclude $4.2 million after tax ($5.6 million pretax) of transaction costs, including consulting, legal, and advisory fees. The 2016 pro forma earnings were also adjusted to exclude $1.7 million after tax ($2.6 million pretax) of nonrecurring expense related to the fair value adjustment to acquisition-date inventory. The 2015 pro forma earnings were adjusted to include these adjustments. The pro forma results do not include any synergies or other expected benefits of the acquisition. Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated. Three Months Ended September 30, Nine Months Ended September 30, ($ millions) Net Sales $ $ $ $ Net Income Attributable to AptarGroup Inc. Net Income per common share — basic Net Income per common share — diluted |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of AptarGroup, Inc. and our subsidiaries. The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain previously reported amounts have been reclassified to conform to the current period presentation. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all 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 disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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, 2015 but does not include all disclosures required by U.S. GAAP. Accordingly, these Unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year. |
CHANGE IN ACCOUNTING PRINCIPLE | CHANGE IN ACCOUNTING PRINCIPLE During the second quarter of 2015, the Company changed its inventory valuation method for certain operating entities in its North American business to the first-in first-out (FIFO) method from the last-in first-out (LIFO) method. Prior to the change, the Company utilized two methods of inventory costing: LIFO for inventories in these operating entities and FIFO for inventories in other operating entities. The Company believes that the FIFO method is preferable as it better reflects the current value of inventory on the Company’s Condensed Consolidated Balance Sheet, provides better matching of revenues and expenses, results in uniformity across the Company’s global operations with respect to the method of inventory accounting and improves comparability with the Company’s peers. The cumulative pre-tax effect of this change, recognized in the results of operations of the second quarter of 2015, was a gain of approximately $7.4 million and was recognized as a decrease to Cost of sales (exclusive of depreciation and amortization). The effect of the change on Net Income Attributable to AptarGroup was approximately $4.8 million, representing approximately $0.08 per diluted share. The change to the FIFO method was not applied retrospectively because the impact to previously issued financial statements or to the trend of reported results of operations was immaterial. |
ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS | ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification. In May 2014, the FASB amended the guidance for recognition of revenue from customer contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB decided to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also decided to allow early adoption of the standard, but not before the original effective date of December 15, 2016. Subsequent to the initial standards, the FASB has also issued several ASUs to clarify specific revenue recognition topics. We are currently evaluating the impact the adoption of this standard will have on our Consolidated Financial Statements. In April 2015, the FASB issued an ASU intended to simplify U.S. GAAP by changing the presentation of debt issuance costs. Under the new standard, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. The new treatment is consistent with debt discounts. In August 2015, the FASB issued an ASU clarifying that debt issuance costs related to line of credit arrangements can be classified as an asset and amortized ratably over the term of the line of credit arrangement. These standards were effective for annual reporting periods beginning after December 15, 2015. The Company has implemented these standards within the current financial statements and retrospectively applied the changes to the prior periods as required, which resulted in a $1.7 million reclassification from Intangible Assets to Current Maturities of Long-Term Obligations and Long-Term Obligations in the December 31, 2015 Consolidated Balance Sheet. In April 2015, the FASB issued new guidance on a customer's accounting for fees paid in a cloud computing arrangement (“CCA”). Previously, there was no specific U.S. GAAP guidance on accounting for such fees from the customer's perspective. Under the new standard, customers will apply the same criteria as vendors to determine whether a CCA contains a software license or is solely a service contract. This standard was effective for annual reporting periods beginning after December 15, 2015. The Company has adopted the requirements of the standard with respect to its current CCAs and has determined that the impact is not material to our current year financial statements. In May 2015, the FASB issued new guidance on investment disclosures. Investments measured at net asset value (“NAV”), as a practical expedient for fair value, are excluded from the fair value hierarchy. Removing investments measured using the practical expedient from the fair value hierarchy is intended to eliminate the diversity in practice that currently exists with respect to the categorization of these investments. The Company has adopted the standard and determined that there was no impact to the current period financial statements and that the presentation of pension plan investment fair value hierarchy tables in the annual financial statements will be updated accordingly. In November 2015, the FASB issued guidance which simplifies the balance sheet classification of deferred taxes. The new guidance requires that deferred tax liabilities and assets be presented as non-current in a classified statement of financial position. This standard is effective for annual reporting periods beginning after December 15, 2016. The Company has prospectively adopted the requirements of the standard and updated the presentation of our classified statement of financial position accordingly. Other accounting standards that have been issued by the FASB or other standards-setting bodies did not have a material impact on our Consolidated Financial Statements. |
RETIREMENT OF COMMON STOCK | RETIREMENT OF COMMON STOCK During the first nine months of 2016, the Company repurchased and immediately retired 1.1 million shares of common stock. Common stock was reduced by the number of shares retired at $0.01 par value per share. The excess of purchase price over par value may be charged entirely to retained earnings or may be allocated between additional paid-in capital and retained earnings. The Company has elected to allocate the excess purchase price over par value between additional paid-in capital and retained earnings. |
INCOME TAXES | INCOME TAXES The Company computes taxes on income in accordance with the tax rules and regulations of the many taxing authorities where income is earned. The income tax rates imposed by these taxing authorities may vary substantially. Taxable income may differ from pre-tax income for financial accounting purposes. To the extent that these differences create differences between the tax basis of an asset or liability and our reported amount in the financial statements, an appropriate provision for deferred income taxes is made. In making the 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 our 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 our accumulated foreign earnings and the Company will only 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 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 4 of the Unaudited Notes to the Condensed Consolidated Financial Statements for more information. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
INVENTORIES | |
Schedule of inventories, by component | September 30, December 31, Raw materials $ $ Work in process Finished goods Total $ $ |
GOODWILL AND OTHER INTANGIBLE26
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of changes in the carrying amount of goodwill | Beauty + Food + Corporate Home Pharma Beverage & Other Total Goodwill $ $ $ $ $ Accumulated impairment losses — — — Balance as of December 31, 2015 $ $ $ $ — $ Acquisition — — Foreign currency exchange effects — Goodwill $ $ $ $ $ Accumulated impairment losses — — — Balance as of September 30, 2016 $ $ $ $ — $ |
Summary of amortized intangible assets | September 30, 2016 December 31, 2015 Weighted Average Gross Gross Amortization Period Carrying Accumulated Net Carrying Accumulated Net (Years) Amount Amortization Value Amount Amortization Value Amortized intangible assets: Patents $ $ $ $ $ $ Acquired technology Customer relationships License agreements and other Total intangible assets $ $ $ $ $ $ |
Schedule of future estimated amortization expense | Future estimated amortization expense for the years ending December 31 is as follows: 2016 $ (remaining estimated amortization for 2016) 2017 2018 2019 2020 and thereafter |
LONG-TERM OBLIGATIONS (Tables)
LONG-TERM OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
LONG-TERM OBLIGATIONS | |
Schedule of long-term obligations | At September 30, 2016, the Company’s long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.61% – 16.00%, due in monthly and annual installments through 2025 $ $ — $ Senior unsecured notes 6.0%, due in 2018 Senior unsecured notes 3.8%, due in 2020 Senior unsecured notes 3.2%, due in 2022 Senior unsecured notes 3.5%, due in 2023 Senior unsecured notes 3.4%, due in 2024 Senior unsecured notes 3.5%, due in 2024 Senior unsecured notes 3.6%, due in 2025 Senior unsecured notes 3.6%, due in 2026 Capital lease obligations — $ $ $ Current maturities of long-term obligations — Total long-term obligations $ $ $ At December 31, 2015, the Company’s long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.61% – 14.50%, due in monthly and annual installments through 2025 $ $ — $ Senior unsecured notes 6.0%, due in 2016 Senior unsecured notes 6.0%, due in 2018 Senior unsecured notes 3.8%, due in 2020 Senior unsecured notes 3.2%, due in 2022 Senior unsecured notes 3.5%, due in 2023 Senior unsecured notes 3.4%, due in 2024 Senior unsecured notes 3.5%, due in 2024 Senior unsecured notes 3.6%, due in 2025 Senior unsecured notes 3.6%, due in 2026 Capital lease obligations — $ $ $ Current maturities of long-term obligations Total long-term obligations $ $ $ |
RETIREMENT AND DEFERRED COMPE28
RETIREMENT AND DEFERRED COMPENSATION PLANS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
RETIREMENT AND DEFERRED COMPENSATION PLANS | |
Components of net periodic benefit cost | Domestic Plans Foreign Plans Three Months Ended September 30, Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of net loss Amortization of prior service cost — — Net periodic benefit cost $ $ $ $ Domestic Plans Foreign Plans Nine Months Ended September 30, Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of net loss Amortization of prior service cost — — Net periodic benefit cost $ $ $ $ |
ACCUMULATED OTHER COMPREHENSI29
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
Changes in Accumulated Other Comprehensive Income by Component | Foreign Defined Benefit Currency Pension Plans Other Total Balance - December 31, 2014 $ $ $ $ Other comprehensive (loss) before reclassifications — — Amounts reclassified from accumulated other comprehensive income — Net current-period other comprehensive (loss) income Balance - September 30, 2015 $ $ $ $ Balance - December 31, 2015 $ $ $ $ Other comprehensive income before reclassifications — — Amounts reclassified from accumulated other comprehensive (loss) income Net current-period other comprehensive income Balance - September 30, 2016 $ $ $ $ |
Reclassifications Out of Accumulated Other Comprehensive Income | Reclassifications Out of Accumulated Other Comprehensive Income: Amount Reclassified from Details about Accumulated Other Accumulated Other Affected Line in the Statement Comprehensive Income Components Comprehensive Income Where Net Income is Presented Three Months Ended September 30, Defined Benefit Pension Plans Amortization of net loss $ $ (a) Amortization of prior service cost (a) Total before tax Tax benefit $ $ Net of tax Foreign Currency Foreign currency gain $ $ — Miscellaneous, net — Total before tax — — Tax benefit $ $ — Net of tax Other Changes in treasury locks $ $ Interest Expense Total before tax Tax benefit $ $ Net of tax Total reclassifications for the period $ $ (a) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 6 – Retirement and Deferred Compensation Plans for additional details). Amount Reclassified from Details about Accumulated Other Accumulated Other Affected Line in the Statement Comprehensive Income Components Comprehensive Income Where Net Income is Presented Nine Months Ended September 30, Defined Benefit Pension Plans Amortization of net loss $ $ (b) Amortization of prior service cost (b) Total before tax Tax benefit $ $ Net of tax Foreign Currency Foreign currency gain $ $ — Miscellaneous, net — Total before tax — — Tax benefit $ $ — Net of tax Other Changes in treasury locks $ $ Interest Expense Total before tax Tax benefit $ $ Net of tax Total reclassifications for the period $ $ (b) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 6 – Retirement and Deferred Compensation Plans for additional details). |
DERIVATIVE INSTRUMENTS AND HE30
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
Schedule of Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets | Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 Derivative Contracts Not Designated September 30, December 31, as Hedging Instruments Balance Sheet Location Derivative Assets Foreign Exchange Contracts Prepaid and other $ $ Foreign Exchange Contracts Miscellaneous other assets — $ $ Derivative Liabilities Foreign Exchange Contracts Accounts payable and accrued liabilities $ $ Foreign Exchange Contracts Deferred and other non-current liabilities — $ $ |
Schedule of Effect of Derivative Instruments on the Condensed Consolidated Statements of Income | The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income for the Quarters Ended September 30, 2016 and September 30, 2015 Amount of Gain Derivatives Not Designated Location of Gain Recognized Recognized in Income as Hedging Instruments in Income on Derivatives on Derivatives Foreign Exchange Contracts Other (Expense) Income: Miscellaneous, net $ $ $ $ The Effect of Derivative Instruments on the Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2016 and September 30, 2015 Amount of (Loss) Gain Derivatives Not Designated Location of (Loss) Gain Recognized Recognized in Income as Hedging Instruments in Income on Derivatives on Derivatives Foreign Exchange Contracts Other (Expense) Income: Miscellaneous, net $ $ $ $ |
Schedule of offsetting derivative assets and liabilities | Gross Amounts not Offset Net Amounts in the Statement of Gross Amounts Presented in Financial Position Gross Offset in the the Statement of Financial Cash Collateral Net Amount Financial Position Financial Position Instruments Received Amount Description September 30, 2016 Derivative Assets $ — $ — — $ Total Assets $ — $ — — $ Derivative Liabilities $ — $ — — $ Total Liabilities $ — $ — — $ December 31, 2015 Derivative Assets $ — $ — — $ Total Assets $ — $ — — $ Derivative Liabilities $ — $ — — $ Total Liabilities $ — $ — — $ |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE | |
Schedule of fair values of financial assets and liabilities | As of September 30, 2016, 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) $ $ — $ $ — Total assets at fair value $ $ — $ $ — Liabilities Forward exchange contracts (a) $ $ — $ $ — Total liabilities at fair value $ $ — $ $ — As of December 31, 2015, 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) $ $ — $ $ — Total assets at fair value $ $ — $ $ — Liabilities Forward exchange contracts (a) $ $ — $ $ — Total liabilities at fair value $ $ — $ $ — (a) Market approach valuation technique based on observable market transactions of spot and forward rates. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
STOCK-BASED COMPENSATION | |
Weighted-average assumptions used to estimate fair value of stock options granted | Stock Awards Plans: Nine Months Ended September 30, Dividend Yield % % Expected Stock Price Volatility % % Risk-free Interest Rate % % Expected Life of Option (years) |
Summary of option activity | Stock Awards Plans Director Stock Option Plans Weighted Average Weighted Average Options Exercise Price Options Exercise Price Outstanding, January 1, 2016 $ $ Granted — — Exercised Forfeited or expired — — Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ Weighted-Average Remaining Contractual Term (Years): Outstanding at September 30, 2016 Exercisable at September 30, 2016 Aggregate Intrinsic Value: Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ Intrinsic Value of Options Exercised During the Nine Months Ended: September 30, 2016 $ $ September 30, 2015 $ $ |
Summary of restricted stock unit activity | Director Restricted Stock Awards Plans Stock Unit Plan Weighted Average Weighted Average RSUs Grant-Date Fair Value RSUs Grant-Date Fair Value Nonvested at January 1, 2016 $ $ Granted Vested Forfeited — — Nonvested at September 30, 2016 $ $ |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER SHARE | |
Reconciliation of Basic and Diluted Earnings Per Share | Three Months Ended September 30, 2016 September 30, 2015 Diluted Basic Diluted Basic Consolidated operations Income available to common shareholders $ $ $ $ Average equivalent shares Shares of common stock Effect of dilutive stock based compensation Stock options — — Restricted stock — — Total average equivalent shares Net income per share $ $ $ $ Nine Months Ended September 30, 2016 September 30, 2015 Diluted Basic Diluted Basic Consolidated operations Income available to common shareholders $ $ $ $ Average equivalent shares Shares of common stock Effect of dilutive stock based compensation Stock options — — Restricted stock — — Total average equivalent shares Net income per share $ $ $ $ |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT INFORMATION | |
Financial information regarding the Company's reportable segments | Three Months Ended September 30, Nine Months Ended September 30, Total Sales: Beauty + Home $ $ $ $ Pharma Food + Beverage Total Sales Less: Intersegment Sales: Beauty + Home $ $ $ $ Pharma — — — Food + Beverage Total Intersegment Sales $ $ $ $ Net Sales: Beauty + Home $ $ $ $ Pharma Food + Beverage Net Sales $ $ $ $ Segment Income (1): Beauty + Home $ $ $ $ Pharma Food + Beverage Corporate & Other Income before interest and taxes $ $ $ $ Interest expense, net Income before income taxes $ $ $ $ (1) The Company evaluates performance of our business units and allocates resources based upon segment income. Segment income is defined as earnings before net interest expense, certain corporate expenses and income taxes. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
ACQUISITIONS | |
Summary of assets acquired and liabilities assumed at estimated fair value | February 29, 2016 Assets Cash and equivalents $ Accounts receivable Inventories Prepaid and other Property, plant and equipment Goodwill Intangible assets Other miscellaneous assets Liabilities Current maturities of long-term obligations Accounts payable and accrued liabilities Long-term obligations Deferred income taxes Net assets acquired $ |
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 $ Technology Trademark Total $ |
Schedule of unaudited pro forma financial information | Three Months Ended September 30, Nine Months Ended September 30, ($ millions) Net Sales $ $ $ $ Net Income Attributable to AptarGroup Inc. Net Income per common share — basic Net Income per common share — diluted |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||
Intangible assets | $ 101,959 | $ 31,529 | |
Long-term obligations | $ 776,766 | $ 760,848 | |
RETIREMENT OF COMMON STOCK | |||
Common stock repurchased and retired (in shares) | 1.1 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Accounting Standards Update 201503 | |||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||
Intangible assets | $ (1,700) | ||
Long-term obligations | $ (1,700) | ||
Accounting principle change | |||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||
Cumulative pre-tax effect | $ 7,400 | ||
Effect of change on net income attributable to AptarGroup | $ 4,800 | ||
Effect of change on net income attributable to AptarGroup per diluted share | $ 0.08 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventories, by component | ||
Raw materials | $ 99,050 | $ 91,214 |
Work in process | 103,970 | 90,625 |
Finished goods | 119,008 | 113,073 |
Total | $ 322,028 | $ 294,912 |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Changes in the carrying amount of goodwill | ||
Goodwill | $ 426,395 | $ 311,855 |
Accumulated impairment losses | (1,615) | (1,615) |
Goodwill, Total | 424,780 | 310,240 |
Acquisition | 105,562 | |
Foreign currency exchange effects | 8,978 | |
Operating segment | Beauty + Home | ||
Changes in the carrying amount of goodwill | ||
Goodwill | 217,320 | 164,590 |
Goodwill, Total | 217,320 | 164,590 |
Acquisition | 49,735 | |
Foreign currency exchange effects | 2,995 | |
Operating segment | Pharma | ||
Changes in the carrying amount of goodwill | ||
Goodwill | 190,986 | 129,360 |
Goodwill, Total | 190,986 | 129,360 |
Acquisition | 55,827 | |
Foreign currency exchange effects | 5,799 | |
Operating segment | Food + Beverage | ||
Changes in the carrying amount of goodwill | ||
Goodwill | 16,474 | 16,290 |
Goodwill, Total | 16,474 | 16,290 |
Foreign currency exchange effects | 184 | |
Corporate Non-Segment | ||
Changes in the carrying amount of goodwill | ||
Goodwill | 1,615 | 1,615 |
Accumulated impairment losses | $ (1,615) | $ (1,615) |
GOODWILL AND OTHER INTANGIBLE39
GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Amortized intangible assets: | |||||
Gross Carrying Amount | $ 149,195 | $ 149,195 | $ 75,016 | ||
Accumulated Amortization | (47,236) | (47,236) | (43,487) | ||
Net Value | 101,959 | 101,959 | 31,529 | ||
Aggregate amortization expense | 2,553 | $ 1,071 | 6,788 | $ 3,237 | |
Future estimated amortization expense | |||||
2,016 | 2,586 | 2,586 | |||
2,017 | 12,556 | 12,556 | |||
2,018 | 10,131 | 10,131 | |||
2,019 | 9,930 | 9,930 | |||
2020 and thereafter | 66,756 | $ 66,756 | |||
Weighted Average | |||||
Amortized intangible assets: | |||||
Amortization Period | 10 years 8 months 12 days | ||||
Patents | |||||
Amortized intangible assets: | |||||
Gross Carrying Amount | 15,812 | $ 15,812 | 15,358 | ||
Accumulated Amortization | (15,788) | (15,788) | (15,330) | ||
Net Value | 24 | $ 24 | 28 | ||
Patents | Weighted Average | |||||
Amortized intangible assets: | |||||
Amortization Period | 1 month 6 days | ||||
Technology | |||||
Amortized intangible assets: | |||||
Gross Carrying Amount | 44,496 | $ 44,496 | 32,030 | ||
Accumulated Amortization | (9,960) | (9,960) | (7,475) | ||
Net Value | 34,536 | $ 34,536 | 24,555 | ||
Technology | Weighted Average | |||||
Amortized intangible assets: | |||||
Amortization Period | 14 years 10 months 24 days | ||||
Customer relationships | |||||
Amortized intangible assets: | |||||
Gross Carrying Amount | 65,789 | $ 65,789 | 6,406 | ||
Accumulated Amortization | (5,599) | (5,599) | (1,493) | ||
Net Value | 60,190 | $ 60,190 | 4,913 | ||
Customer relationships | Weighted Average | |||||
Amortized intangible assets: | |||||
Amortization Period | 11 years 9 months 18 days | ||||
License agreements and other | |||||
Amortized intangible assets: | |||||
Gross Carrying Amount | 23,098 | $ 23,098 | 21,222 | ||
Accumulated Amortization | (15,889) | (15,889) | (19,189) | ||
Net Value | $ 7,209 | $ 7,209 | $ 2,033 | ||
License agreements and other | Weighted Average | |||||
Amortized intangible assets: | |||||
Amortization Period | 6 years 10 months 24 days |
INCOME TAX UNCERTAINTIES (Detai
INCOME TAX UNCERTAINTIES (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
INCOME TAX UNCERTAINTIES | ||
Income tax uncertainties | $ 9.1 | $ 7.9 |
Amount of income tax uncertainties that, if recognized, would impact the effective tax rate | 9.1 | $ 7.9 |
Decrease in liability for uncertain tax positions, high end of range | $ 7 |
LONG-TERM OBLIGATIONS (Details)
LONG-TERM OBLIGATIONS (Details) $ in Thousands | 1 Months Ended | |||
Feb. 28, 2015USD ($) | Dec. 31, 2014USD ($)item | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Long-Term Obligations | ||||
Proceeds from private placement | $ 475,000 | |||
Number of maturity tranches in funding of private placement | item | 2 | |||
Long-term obligations gross including current maturities | $ 781,499 | $ 814,413 | ||
Current maturities of long-term obligations | (3,228) | (51,889) | ||
Total long-term obligations | 778,271 | 762,524 | ||
Deferred Finance Costs, Net, Total | 1,505 | 1,681 | ||
Deferred debt issuance costs current | (5) | |||
Deferred debt issuance costs noncurrent | 1,505 | 1,676 | ||
Long-term obligations including current maturities | 779,994 | 812,732 | ||
Current maturities of long-term obligations | (3,228) | (51,884) | ||
Long-term obligations | 776,766 | 760,848 | ||
Aggregate long-term maturities, excluding capital lease obligations | ||||
2,016 | 2,707 | |||
2,017 | 3,603 | |||
2,018 | 78,604 | |||
2,019 | 4,686 | |||
2,020 | 85,816 | |||
Thereafter | 604,226 | |||
Notes payable | ||||
Long-Term Obligations | ||||
Proceeds from debt | $ 225,000 | $ 250,000 | ||
Notes payable 0.61% - 16.00%, due in monthly and annual installments through 2027 | ||||
Long-Term Obligations | ||||
Long-term obligations gross including current maturities | 20,641 | 3,785 | ||
Long-term obligations including current maturities | $ 20,641 | $ 3,785 | ||
Notes payable 0.61% - 16.00%, due in monthly and annual installments through 2027 | Minimum | ||||
Long-Term Obligations | ||||
Interest rate on notes (as a percent) | 0.61% | 0.61% | ||
Notes payable 0.61% - 16.00%, due in monthly and annual installments through 2027 | Maximum | ||||
Long-Term Obligations | ||||
Interest rate on notes (as a percent) | 16.00% | 14.50% | ||
Senior unsecured notes 6.0% due in 2016 | ||||
Long-Term Obligations | ||||
Long-term obligations gross including current maturities | $ 50,000 | |||
Deferred Finance Costs, Net, Total | 5 | |||
Long-term obligations including current maturities | $ 49,995 | |||
Interest rate on notes (as a percent) | 6.00% | |||
Senior unsecured notes 6.0%, due in 2018 | ||||
Long-Term Obligations | ||||
Long-term obligations gross including current maturities | $ 75,000 | $ 75,000 | ||
Deferred Finance Costs, Net, Total | 44 | 63 | ||
Long-term obligations including current maturities | $ 74,956 | $ 74,937 | ||
Interest rate on notes (as a percent) | 6.00% | 6.00% | ||
Senior unsecured notes 3.8%, due in 2020 | ||||
Long-Term Obligations | ||||
Long-term obligations gross including current maturities | $ 84,000 | $ 84,000 | ||
Deferred Finance Costs, Net, Total | 128 | 150 | ||
Long-term obligations including current maturities | $ 83,872 | $ 83,850 | ||
Interest rate on notes (as a percent) | 3.80% | 3.80% | ||
Senior unsecured notes 3.2%, due in 2022 | ||||
Long-Term Obligations | ||||
Long-term obligations gross including current maturities | $ 75,000 | $ 75,000 | ||
Deferred Finance Costs, Net, Total | 144 | 163 | ||
Long-term obligations including current maturities | $ 74,856 | $ 74,837 | ||
Interest rate on notes (as a percent) | 3.20% | 3.20% | ||
Senior unsecured notes 3.5%, due in 2023 | ||||
Long-Term Obligations | ||||
Term of debt | 9 years | |||
Long-term obligations gross including current maturities | $ 125,000 | $ 125,000 | ||
Deferred Finance Costs, Net, Total | 265 | 293 | ||
Long-term obligations including current maturities | $ 124,735 | $ 124,707 | ||
Interest rate on notes (as a percent) | 3.49% | 3.49% | ||
Senior unsecured notes 3.4%, due in 2024 | ||||
Long-Term Obligations | ||||
Long-term obligations gross including current maturities | $ 50,000 | $ 50,000 | ||
Deferred Finance Costs, Net, Total | 107 | 118 | ||
Long-term obligations including current maturities | $ 49,893 | $ 49,882 | ||
Interest rate on notes (as a percent) | 3.40% | 3.40% | ||
Senior unsecured notes 3.5%, due in 2024 | ||||
Long-Term Obligations | ||||
Term of debt | 9 years | |||
Long-term obligations gross including current maturities | $ 100,000 | $ 100,000 | ||
Deferred Finance Costs, Net, Total | 265 | 293 | ||
Long-term obligations including current maturities | $ 99,735 | $ 99,707 | ||
Interest rate on notes (as a percent) | 3.49% | 3.49% | ||
Senior unsecured notes 3.6%, due in 2025 | ||||
Long-Term Obligations | ||||
Term of debt | 11 years | |||
Long-term obligations gross including current maturities | $ 125,000 | $ 125,000 | ||
Deferred Finance Costs, Net, Total | 276 | 298 | ||
Long-term obligations including current maturities | $ 124,724 | $ 124,702 | ||
Interest rate on notes (as a percent) | 3.61% | 3.61% | ||
Senior unsecured notes 3.6%, due in 2026 | ||||
Long-Term Obligations | ||||
Term of debt | 11 years | |||
Long-term obligations gross including current maturities | $ 125,000 | $ 125,000 | ||
Deferred Finance Costs, Net, Total | 276 | 298 | ||
Long-term obligations including current maturities | $ 124,724 | $ 124,702 | ||
Interest rate on notes (as a percent) | 3.61% | 3.61% | ||
Capital lease obligations | ||||
Long-Term Obligations | ||||
Long-term obligations gross including current maturities | $ 1,858 | $ 1,628 | ||
Long-term obligations including current maturities | $ 1,858 | $ 1,628 |
RETIREMENT AND DEFERRED COMPE42
RETIREMENT AND DEFERRED COMPENSATION PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Domestic Plans | |||||
Change in benefit obligation: | |||||
Service cost | $ 2,261 | $ 2,504 | $ 6,781 | $ 7,512 | |
Interest cost | 1,694 | 1,589 | 5,082 | 4,767 | |
Change in plan assets: | |||||
Employer contribution | $ 10,000 | ||||
Components of net periodic benefit cost: | |||||
Service cost | 2,261 | 2,504 | 6,781 | 7,512 | |
Interest cost | 1,694 | 1,589 | 5,082 | 4,767 | |
Expected return on plan assets | (2,118) | (1,898) | (6,353) | (5,693) | |
Amortization of net loss | 820 | 1,351 | 2,462 | 4,053 | |
Net periodic benefit cost | 2,657 | 3,546 | 7,972 | 10,639 | |
Minimum funding requirements | 0 | ||||
Foreign Plans | |||||
Change in benefit obligation: | |||||
Service cost | 1,148 | 1,145 | 3,449 | 3,444 | |
Interest cost | 477 | 414 | 1,432 | 1,246 | |
Change in plan assets: | |||||
Employer contribution | 1,500 | ||||
Components of net periodic benefit cost: | |||||
Service cost | 1,148 | 1,145 | 3,449 | 3,444 | |
Interest cost | 477 | 414 | 1,432 | 1,246 | |
Expected return on plan assets | (550) | (449) | (1,651) | (1,351) | |
Amortization of net loss | 388 | 420 | 1,165 | 1,263 | |
Amortization of prior service cost | 89 | 64 | 265 | 193 | |
Net periodic benefit cost | $ 1,552 | $ 1,594 | 4,660 | $ 4,795 | |
Expected contribution in current fiscal year | $ 4,500 |
ACCUMULATED OTHER COMPREHENSI43
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | $ 1,149,411 | |
Balance at the end of the period | 1,286,051 | |
Foreign Currency | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (206,725) | $ (42,851) |
Other comprehensive income (loss) before reclassifications | 44,329 | (115,022) |
Amounts reclassified from accumulated other comprehensive income | (82) | |
Net current-period other comprehensive income (loss) | 44,247 | (115,022) |
Balance at the end of the period | (162,478) | (157,873) |
Defined Benefit Pension Plans | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (55,550) | (67,097) |
Amounts reclassified from accumulated other comprehensive income | 2,511 | 3,516 |
Net current-period other comprehensive income (loss) | 2,511 | 3,516 |
Balance at the end of the period | (53,039) | (63,581) |
Other | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (72) | (97) |
Amounts reclassified from accumulated other comprehensive income | 19 | 19 |
Net current-period other comprehensive income (loss) | 19 | 19 |
Balance at the end of the period | (53) | (78) |
Accumulated Other Comprehensive Income/(Loss) | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (262,347) | (110,045) |
Other comprehensive income (loss) before reclassifications | 44,329 | (115,022) |
Amounts reclassified from accumulated other comprehensive income | 2,448 | 3,535 |
Net current-period other comprehensive income (loss) | 46,777 | (111,487) |
Balance at the end of the period | $ (215,570) | $ (221,532) |
ACCUMULATED OTHER COMPREHENSI44
ACCUMULATED OTHER COMPREHENSIVE INCOME (Reclassifications From Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Interest expense | $ 8,753 | $ 8,948 | $ 26,547 | $ 25,446 |
Net loss on derivatives | (715) | (1,762) | (1,759) | (4,598) |
Miscellaneous, net | (728) | 1,285 | 995 | 2,752 |
Total before tax | (75,001) | (79,377) | (219,204) | (232,827) |
Tax benefit | 21,901 | 26,115 | 63,187 | 76,925 |
Total reclassifications for the period | (53,098) | (53,247) | (156,009) | (155,957) |
Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Total reclassifications for the period | 761 | 1,180 | 2,448 | 3,535 |
Defined Benefit Pension Plans | Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Amortization of net loss | 1,208 | 1,771 | 3,627 | 5,316 |
Amortization of prior service cost | 89 | 64 | 265 | 193 |
Total before tax | 1,297 | 1,835 | 3,892 | 5,509 |
Tax benefit | (460) | (661) | (1,381) | (1,993) |
Total reclassifications for the period | 837 | 1,174 | 2,511 | 3,516 |
Foreign Currency | Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Miscellaneous, net | (82) | (82) | ||
Total before tax | (82) | (82) | ||
Total reclassifications for the period | (82) | (82) | ||
Other | Treasury locks | Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Amount Reclassified from Accumulated Other Comprehensive Income | ||||
Interest expense | 10 | 10 | 30 | 29 |
Total before tax | 10 | 10 | 30 | 29 |
Tax benefit | (4) | (4) | (11) | (10) |
Total reclassifications for the period | $ 6 | $ 6 | $ 19 | $ 19 |
DERIVATIVE INSTRUMENTS AND HE45
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Fair Value of Derivative Instruments in the Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value of Derivative Instruments | ||
Aggregate amount of forward exchange contracts outstanding | $ 107,500 | |
Derivative Assets | 612 | $ 2,036 |
Derivative Liabilities | 1,285 | 1,197 |
Derivative Contracts Not Designated as Hedging Instruments | ||
Fair Value of Derivative Instruments | ||
Derivative Assets | 612 | 2,036 |
Derivative Liabilities | 1,285 | 1,197 |
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Prepaid and other | ||
Fair Value of Derivative Instruments | ||
Derivative Assets | 612 | 1,924 |
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Miscellaneous Other Assets | ||
Fair Value of Derivative Instruments | ||
Derivative Assets | 112 | |
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Accounts payable and accrued liabilities | ||
Fair Value of Derivative Instruments | ||
Derivative Liabilities | $ 1,285 | 1,152 |
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Deferred and other non-current liabilities | ||
Fair Value of Derivative Instruments | ||
Derivative Liabilities | $ 45 |
DERIVATIVE INSTRUMENTS AND HE46
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Effect of Derivative Instruments on the Consolidated Statements of Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative instruments, gain or (loss) | ||||
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments | $ 3,191 | $ 5,924 | $ (1,875) | $ 5,876 |
Foreign Exchange Contracts | ||||
Derivative instruments, gain or (loss) | ||||
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments | $ 3,191 | $ 5,924 | $ (1,875) | $ 5,876 |
DERIVATIVE INSTRUMENTS AND HE47
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Schedule of Derivative Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Assets | ||
Gross Amount | $ 612 | $ 2,036 |
Net Amounts Presented in the Statement of Financial Position | 612 | 2,036 |
Net Amount | 612 | 2,036 |
Derivative Liabilities | ||
Gross Amount | 1,285 | 1,197 |
Net Amounts Presented in the Statement of Financial Position | 1,285 | 1,197 |
Net Amount | $ 1,285 | $ 1,197 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Liabilities | ||
Fair value of long-term obligations | $ 803,000 | $ 760,000 |
Assets and liabilities measured at fair value on recurring basis | ||
Assets | ||
Forward exchange contracts, assets | 612 | 2,036 |
Total assets at fair value | 612 | 2,036 |
Liabilities | ||
Forward exchange contracts, liabilities | 1,285 | 1,197 |
Total liabilities at fair value | 1,285 | 1,197 |
Assets and liabilities measured at fair value on recurring basis | Level 2 | ||
Assets | ||
Forward exchange contracts, assets | 612 | 2,036 |
Total assets at fair value | 612 | 2,036 |
Liabilities | ||
Forward exchange contracts, liabilities | 1,285 | 1,197 |
Total liabilities at fair value | $ 1,285 | $ 1,197 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Indemnification agreements | ||
Commitments and contingencies | ||
Liabilities recorded under indemnification agreements | $ 0 | $ 0 |
STOCK REPURCHASE PROGRAM (Detai
STOCK REPURCHASE PROGRAM (Details) - USD ($) shares in Thousands, $ in Thousands | Sep. 25, 2015 | Dec. 17, 2014 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 | Oct. 20, 2016 | Dec. 16, 2014 | Oct. 30, 2014 |
Stock repurchase program | ||||||||
Common stock repurchased and retired (in shares) | 1,100 | |||||||
Common stock repurchased and retired | $ 84,790 | |||||||
Stock Repurchase Program October 30, 2014 | ||||||||
Stock repurchase program | ||||||||
Share repurchases authorized amount | $ 350,000 | |||||||
Common stock repurchased and retired (in shares) | 463 | 1,100 | ||||||
Common stock repurchased and retired | $ 36,100 | $ 84,800 | ||||||
Remaining authorized repurchase amount | $ 1,300 | $ 1,300 | ||||||
Stock Repurchase Program October 20, 2016 | ||||||||
Stock repurchase program | ||||||||
Share repurchases authorized amount | $ 350,000 | |||||||
ASR Program | ||||||||
Stock repurchase program | ||||||||
Share repurchases authorized amount | $ 250,000 | |||||||
Aggregate amount of share repurchases (in dollars) | $ 250,000 | |||||||
Number of shares repurchased | 719 | 3,100 | 3,800 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
STOCK-BASED COMPENSATION | ||
Proceeds from stock option exercises | $ 47,563 | $ 40,253 |
Stock options | ||
STOCK-BASED COMPENSATION | ||
Award vesting period | 3 years | |
Expiration period | 10 years | |
Compensation expense | $ 15,500 | 14,900 |
Fair value of shares vested | 17,200 | 16,100 |
Proceeds from stock option exercises | 47,600 | |
Actual tax benefit realized for the tax deduction from option exercises | 12,000 | |
Unrecognized compensation cost expected to be recognized in future periods | $ 16,100 | |
Weighted-average period over which compensation cost is expected to be recognized | 1 year 6 months | |
Stock options | Selling, research & development and administrative expenses | ||
STOCK-BASED COMPENSATION | ||
Compensation expense | $ 13,700 | 13,200 |
Restricted stock units | ||
STOCK-BASED COMPENSATION | ||
Compensation expense | 2,300 | 2,300 |
Unrecognized compensation cost expected to be recognized in future periods | $ 1,800 | |
Weighted-average period over which compensation cost is expected to be recognized | 1 year 2 months 12 days | |
Weighted-Average Grant-Date Fair Value | ||
Fair value of units vested | $ 1,900 | 757 |
Intrinsic value of units vested | $ 2,300 | $ 877 |
Stock Awards Plans | Stock options | ||
STOCK-BASED COMPENSATION | ||
Weighted-average fair value of stock options granted (in dollars per share) | $ 12.87 | $ 12.83 |
Assumptions used to estimate fair value of stock options granted | ||
Dividend Yield (as a percent) | 1.80% | 1.70% |
Expected Stock Price Volatility (as a percent) | 20.40% | 21.90% |
Risk-free Interest Rate (as a percent) | 1.60% | 1.60% |
Expected Life of Option (years) | 6 years 8 months 12 days | 6 years 10 months 24 days |
Stock options activity | ||
Outstanding at the beginning of the period (in shares) | 8,032,030 | |
Granted (in shares) | 1,481,180 | |
Exercised (in shares) | (1,149,958) | |
Forfeited or expired (in shares) | (130,374) | |
Outstanding at the end of the period (in shares) | 8,232,878 | |
Exercisable at the end of the period (in shares) | 5,463,806 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 51.44 | |
Granted (in dollars per share) | 71.17 | |
Exercised (in dollars per share) | 42.83 | |
Forfeited or expired (in dollars per share) | 62.29 | |
Outstanding at the end of the period (in dollars per share) | 56.02 | |
Exercisable at the end of the period (in dollars per share) | $ 49.66 | |
Weighted-Average Remaining Contractual Term (Years): | ||
Outstanding at the end of the period | 6 years 3 months 18 days | |
Exercisable at the end of the period | 5 years | |
Aggregate Intrinsic Value: | ||
Outstanding at the end of the period | $ 176,104 | |
Exercisable at the end of the period | 151,634 | |
Intrinsic Value of Options Exercised | $ 38,514 | $ 31,920 |
Stock Awards Plans | Restricted stock units | ||
STOCK-BASED COMPENSATION | ||
Award vesting period | 3 years | |
Restricted stock unit activity | ||
Balance at the beginning of the period (in shares) | 66,376 | |
Granted (in shares) | 21,754 | |
Vested (in shares) | (11,371) | |
Forfeited (in shares) | (4,632) | |
Balance at the end of the period (in shares) | 72,127 | |
Weighted-Average Grant-Date Fair Value | ||
Nonvested at the beginning of the period (in dollars per share) | $ 66.61 | |
Granted (in dollars per share) | 73.45 | |
Vested (in dollars per share) | 61.96 | |
Forfeited (in dollars per share) | 68 | |
Nonvested at the end of the period (in dollars per share) | $ 69.31 | |
Director Stock Option Plans | Stock options | ||
Stock options activity | ||
Outstanding at the beginning of the period (in shares) | 303,501 | |
Exercised (in shares) | (22,167) | |
Outstanding at the end of the period (in shares) | 281,334 | |
Exercisable at the end of the period (in shares) | 255,998 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 56 | |
Exercised (in dollars per share) | 50.37 | |
Outstanding at the end of the period (in dollars per share) | 56.45 | |
Exercisable at the end of the period (in dollars per share) | $ 55.44 | |
Weighted-Average Remaining Contractual Term (Years): | ||
Outstanding at the end of the period | 6 years 1 month 6 days | |
Exercisable at the end of the period | 6 years | |
Aggregate Intrinsic Value: | ||
Outstanding at the end of the period | $ 5,897 | |
Exercisable at the end of the period | 5,623 | |
Intrinsic Value of Options Exercised | $ 536 | 1,449 |
Director Stock Option Plans | Restricted stock units | ||
Restricted stock unit activity | ||
Balance at the beginning of the period (in shares) | 18,857 | |
Granted (in shares) | 15,745 | |
Vested (in shares) | (18,857) | |
Balance at the end of the period (in shares) | 15,745 | |
Weighted-Average Grant-Date Fair Value | ||
Nonvested at the beginning of the period (in dollars per share) | $ 63.10 | |
Granted (in dollars per share) | 75.56 | |
Vested (in dollars per share) | 63.10 | |
Nonvested at the end of the period (in dollars per share) | $ 75.56 | |
New long-term incentive program | ||
STOCK-BASED COMPENSATION | ||
Compensation expense | $ 973 | $ 857 |
Performance period used to measure cumulative total shareholder return of common stock | 3 years | |
Expected total expense related to program over the performance period | $ 3,700 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income (Numerator) | ||||
Income available to common stockholders (in dollars) | $ 53,098 | $ 53,247 | $ 156,009 | $ 155,957 |
Shares (Denominator) | ||||
Basic (in shares) | 62,858 | 62,886 | 62,878 | 62,627 |
Total average equivalent shares | 64,690 | 64,454 | 64,989 | 64,609 |
Per Share Amount | ||||
Net income per share, basic (in dollars per share) | $ 0.84 | $ 0.85 | $ 2.48 | $ 2.49 |
Net income per share, diluted (in dollars per share) | $ 0.82 | $ 0.83 | $ 2.40 | $ 2.41 |
Stock options | ||||
Shares (Denominator) | ||||
Effect of dilutive stock based compensation (in shares) | 1,791 | 1,544 | 2,059 | 1,947 |
Restricted stock units | ||||
Shares (Denominator) | ||||
Effect of dilutive stock based compensation (in shares) | 41 | 24 | 52 | 35 |
SEGMENT INFORMATION (Summary of
SEGMENT INFORMATION (Summary of Reportable Segments) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Financial information regarding the Company's reportable segments | |||||
Number of reportable segments | segment | 3 | ||||
Net Sales | $ 589,729 | $ 586,290 | $ 1,792,066 | $ 1,770,376 | |
Income before interest and taxes | 83,039 | 86,563 | 243,992 | 253,675 | |
Interest expense, net | (8,038) | (7,186) | (24,788) | (20,848) | |
Income before Income Taxes | 75,001 | 79,377 | 219,204 | 232,827 | |
Depreciation and Amortization | 39,667 | 35,439 | 115,944 | 103,664 | |
Capital Expenditures | 92,366 | 106,228 | |||
Total Assets | 2,684,882 | 2,684,882 | $ 2,437,045 | ||
Beauty + Home | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 316,030 | 321,638 | 970,687 | 970,176 | |
Income before interest and taxes | 25,380 | 27,961 | 79,455 | 78,529 | |
Pharma | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 191,194 | 175,427 | 565,363 | 537,396 | |
Income before interest and taxes | 55,037 | 52,941 | 166,870 | 160,404 | |
Food + Beverage | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 82,505 | 89,225 | 256,016 | 262,804 | |
Income before interest and taxes | 10,101 | 13,236 | 32,977 | 37,277 | |
Corporate & Other | |||||
Financial information regarding the Company's reportable segments | |||||
Income before interest and taxes | (7,479) | (7,575) | (35,310) | (22,535) | |
Operating segment | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 593,386 | 592,118 | 1,806,806 | 1,787,665 | |
Operating segment | Beauty + Home | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 319,244 | 326,967 | 984,008 | 986,502 | |
Operating segment | Pharma | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 191,190 | 175,427 | 565,363 | 537,396 | |
Operating segment | Food + Beverage | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 82,952 | 89,724 | 257,435 | 263,767 | |
Intersegment | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 3,657 | 5,828 | 14,740 | 17,289 | |
Intersegment | Beauty + Home | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | 3,214 | 5,329 | 13,321 | 16,326 | |
Intersegment | Pharma | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | (4) | ||||
Intersegment | Food + Beverage | |||||
Financial information regarding the Company's reportable segments | |||||
Net Sales | $ 447 | $ 499 | $ 1,419 | $ 963 |
INSURANCE SETTLEMENT RECEIVAB54
INSURANCE SETTLEMENT RECEIVABLE (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Brazil | ||
INSURANCE SETTLEMENT RECEIVABLE | ||
Insurance receivable | $ 2.3 | $ 2.3 |
Beauty + Home | France | ||
INSURANCE SETTLEMENT RECEIVABLE | ||
Costs related to fire | 4.9 | 5.5 |
Advances on insurance proceeds received | 2.2 | 2.2 |
Insurance receivable | 1.9 | 1.9 |
Gain contingencies recognized | $ 0 | 0 |
Net expenses related to fire | $ 1.4 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Thousands | Feb. 29, 2016USD ($)item | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Acquisitions | ||||
Acquisition of business, net of cash received | $ 202,985 | |||
Assets | ||||
Goodwill | $ 424,780 | 424,780 | $ 310,240 | |
Mega Airless | ||||
Acquisitions | ||||
Acquisition of business, net of cash received | $ 203,000 | |||
Cost of acquired entity | 223,200 | |||
Sales of acquiree during the reporting period | 18,300 | 42,900 | ||
Pretax income of acquiree during the reporting period | 2,200 | 2,100 | ||
Acquisition costs | $ 5,600 | |||
Assets | ||||
Cash and equivalents | 20,197 | |||
Accounts receivable | 8,275 | |||
Inventories | 8,373 | |||
Prepaid and other | 378 | |||
Property, plant and equipment | 47,768 | |||
Goodwill | 105,561 | |||
Intangible assets | 72,106 | |||
Other miscellaneous assets | 8 | |||
Liabilities | ||||
Current maturities of long-term obligations | 319 | |||
Accounts payable and accrued liabilities | 7,398 | |||
Long-term obligations | 13,402 | |||
Deferred income taxes | 18,366 | |||
Net assets acquired | $ 223,181 | |||
Carrying amount adjustments related to fair value adjustments | ||||
Deferred income tax liabilities carrying amount adjustment | (400) | |||
Goodwill carrying amount adjustment | $ (400) | |||
Germany | Mega Airless | ||||
Acquisitions | ||||
Number of manufacturing plants acquired | item | 2 | |||
United States | Mega Airless | ||||
Acquisitions | ||||
Number of manufacturing plants acquired | item | 1 | |||
Beauty + Home | Mega Airless | ||||
Assets | ||||
Goodwill | $ 49,800 | |||
Pharma | Mega Airless | ||||
Assets | ||||
Goodwill | $ 55,800 |
ACQUISITIONS (Acquired Intangib
ACQUISITIONS (Acquired Intangibles) (Details) - Mega Airless $ in Thousands | Feb. 29, 2016USD ($) |
Acquired finite-lived intangible assets | |
Estimated Fair Value of Asset | $ 72,106 |
Customer relationships | |
Acquired finite-lived intangible assets | |
Weighted average useful life | 11 years |
Estimated Fair Value of Asset | $ 57,120 |
Technology | |
Acquired finite-lived intangible assets | |
Weighted average useful life | 15 years |
Estimated Fair Value of Asset | $ 10,838 |
Trademark | |
Acquired finite-lived intangible assets | |
Weighted average useful life | 4 years |
Estimated Fair Value of Asset | $ 4,148 |
ACQUISITIONS (Pro Forma) (Detai
ACQUISITIONS (Pro Forma) (Details) - Mega Airless - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Unaudited pro forma financial information | ||||
Net Sales | $ 590 | $ 604 | $ 1,802 | $ 1,823 |
Net Income Attributable to AptarGroup, Inc. | $ 53 | $ 54 | $ 163 | $ 151 |
Net Income per common share - basic | $ 0.85 | $ 0.86 | $ 2.59 | $ 2.42 |
Net Income per common share - diluted | $ 0.83 | $ 0.84 | $ 2.51 | $ 2.34 |
Acquisition Related Costs | ||||
Acquisitions | ||||
Transaction costs excluded from supplemental pro forma earnings (after tax) | $ 4.2 | |||
Transaction costs excluded from supplemental pro forma earnings (before tax) | 5.6 | |||
Fair Value Adjustment | ||||
Acquisitions | ||||
Nonrecurring expense related to the fair value adjustment to acquisition-date inventory excluded from supplemental pro forma earnings (after tax) | 1.7 | |||
Nonrecurring expense related to the fair value adjustment to acquisition-date inventory excluded from supplemental pro form earnings (before tax) | $ 2.6 |