Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 24, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | APTARGROUP INC | |
Entity Central Index Key | 0000896622 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 63,192,199 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||
Net sales | $ 744,460 | $ 703,350 |
Operating Expenses: | ||
Cost of sales (exclusive of depreciation and amortization shown below) | 469,132 | 455,822 |
Selling, research & development and administrative | 121,215 | 112,461 |
Depreciation and amortization | 47,489 | 41,175 |
Restructuring initiatives | 9,530 | 5,936 |
Total Operating Expenses | 647,366 | 615,394 |
Operating Income | 97,094 | 87,956 |
Other (Expense) Income: | ||
Interest expense | (9,214) | (8,055) |
Interest income | 1,748 | 2,248 |
Equity in results of affiliates | (95) | (65) |
Miscellaneous, net | 466 | (867) |
Total Other Income (Expense) | (7,095) | (6,739) |
Income before Income Taxes | 89,999 | 81,217 |
Provision for Income Taxes | 27,000 | 21,929 |
Net Income | 62,999 | 59,288 |
Net (Income) Loss Attributable to Noncontrolling Interests | 5 | 12 |
Net Income Attributable to AptarGroup, Inc. | $ 63,004 | $ 59,300 |
Net Income Attributable to AptarGroup, Inc. Per Common Share: | ||
Basic (in dollars per share) | $ 1 | $ 0.95 |
Diluted (in dollars per share) | $ 0.96 | $ 0.92 |
Average number of shares outstanding: | ||
Basic (in shares) | 62,964 | 62,128 |
Diluted (in shares) | 65,349 | 64,414 |
Dividends per Common Share (in dollars per share) | $ 0.34 | $ 0.32 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net Income | $ 62,999 | $ 59,288 |
Other Comprehensive Income (Loss): | ||
Foreign currency translation adjustments | (9,611) | 22,935 |
Changes in treasury locks, net of tax | 7 | |
Gain (loss) on derivatives, net of tax | (393) | 346 |
Defined benefit pension plan, net of tax | ||
Amortization of prior service cost included in net income, net of tax | 84 | 96 |
Amortization of net loss included in net income, net of tax | 637 | 1,260 |
Total defined benefit pension plan, net of tax | 721 | 1,356 |
Total other comprehensive income (loss) | (9,283) | 24,644 |
Comprehensive Income | 53,716 | 83,932 |
Comprehensive (Income) Loss Attributable to Noncontrolling Interests | (3) | 1 |
Comprehensive Income Attributable to AptarGroup, Inc. | $ 53,713 | $ 83,933 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and equivalents | $ 217,377 | $ 261,823 |
Accounts and notes receivable, less allowance for doubtful accounts of $3,820 in 2019 and $3,541 in 2018 | 599,561 | 569,630 |
Inventories | 390,403 | 381,110 |
Prepaid and other | 122,104 | 118,245 |
Total Current Assets | 1,329,445 | 1,330,808 |
Property, Plant and Equipment: | ||
Buildings and improvements | 463,551 | 453,572 |
Machinery and equipment | 2,385,283 | 2,368,332 |
Property, Plant and Equipment, Gross | 2,848,834 | 2,821,904 |
Less: Accumulated depreciation | (1,866,875) | (1,855,810) |
Property, Plant and Equipment, Net | 981,959 | 966,094 |
Land | 25,171 | 25,519 |
Total Property, Plant and Equipment | 1,007,130 | 991,613 |
Other Assets: | ||
Investments in equity securities | 8,923 | 25,448 |
Goodwill | 703,709 | 712,095 |
Intangible assets | 246,899 | 254,904 |
Operating lease right-of-use assets | 82,099 | |
Miscellaneous | 37,429 | 62,867 |
Total Other Assets | 1,079,059 | 1,055,314 |
Total Assets | 3,415,634 | 3,377,735 |
Current Liabilities: | ||
Notes payable, including revolving credit facilities | 17,683 | 101,293 |
Current maturities of long-term obligations, net of unamortized debt issuance costs | 63,981 | 62,678 |
Accounts payable and accrued liabilities | 542,252 | 525,199 |
Total Current Liabilities | 623,916 | 689,170 |
Long-term obligations, net of unamortized debt issuance costs | 1,141,062 | 1,125,993 |
Deferred Liabilities and Other: | ||
Deferred income taxes | 29,938 | 53,917 |
Retirement and deferred compensation plans | 63,691 | 62,319 |
Operating lease liabilities | 64,592 | |
Deferred and other non-current liabilities | 24,721 | 23,465 |
Commitments and contingencies | ||
Total Deferred Liabilities and Other | 182,942 | 139,701 |
AptarGroup, Inc. stockholders' equity | ||
Common stock, $.01 par value, 199 million shares authorized, 67.6 and 67.3 million shares issued as of March 31, 2019 and December 31, 2018, respectively | 676 | 673 |
Capital in excess of par value | 700,933 | 678,769 |
Retained earnings | 1,413,453 | 1,371,826 |
Accumulated other comprehensive (loss) | (319,795) | (310,504) |
Less treasury stock at cost, 4.5 and 4.4 million shares as of March 31, 2019 and December 31, 2018, respectively | (327,871) | (318,208) |
Total AptarGroup, Inc. Stockholders' Equity | 1,467,396 | 1,422,556 |
Noncontrolling interests in subsidiaries | 318 | 315 |
Total Stockholders' Equity | 1,467,714 | 1,422,871 |
Total Liabilities and Stockholders' Equity | $ 3,415,634 | $ 3,377,735 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands, shares in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts and notes receivable, allowance for doubtful accounts (in dollars) | $ 3,820 | $ 3,541 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 199 | 199 |
Common stock, shares issued | 67.6 | 67.3 |
Treasury stock, shares | 4.5 | 4.4 |
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, 2017 | $ 1,301,147 | $ (253,302) | $ 667 | $ (346,245) | $ 609,471 | $ 310 | $ 1,312,048 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net Income | 59,300 | (12) | 59,288 | ||||
Adoption of accounting standards | Accounting Standards Update 2014-09 | 2,937 | 2,937 | |||||
Foreign currency translation adjustments | 22,924 | 11 | 22,935 | ||||
Changes in unrecognized pension gains (losses) and related amortization, net of tax | 1,356 | 1,356 | |||||
Changes in treasury locks, net of tax | 7 | 7 | |||||
Changes in derivative gains (losses), net of tax | 346 | 346 | |||||
Stock awards and option exercises | 5 | 12,174 | 30,212 | 42,391 | |||
Cash dividends declared on common stock | (19,830) | (19,830) | |||||
Treasury stock purchased | (3,905) | (3,905) | |||||
Common stock repurchased and retired | (11,336) | (1) | (1,460) | (12,797) | |||
Balance at Mar. 31, 2018 | 1,332,218 | (228,669) | 671 | (337,976) | 638,223 | 309 | 1,404,776 |
Balance at Dec. 31, 2018 | 1,371,826 | (310,504) | 673 | (318,208) | 678,769 | 315 | 1,422,871 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net Income | 63,004 | (5) | 62,999 | ||||
Foreign currency translation adjustments | (9,619) | 8 | (9,611) | ||||
Changes in unrecognized pension gains (losses) and related amortization, net of tax | 721 | 721 | |||||
Changes in derivative gains (losses), net of tax | (393) | (393) | |||||
Stock awards and option exercises | 3 | 5,337 | 22,164 | 27,504 | |||
Cash dividends declared on common stock | (21,377) | (21,377) | |||||
Treasury stock purchased | (15,000) | (15,000) | |||||
Balance at Mar. 31, 2019 | $ 1,413,453 | $ (319,795) | $ 676 | $ (327,871) | $ 700,933 | $ 318 | $ 1,467,714 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 62,999 | $ 59,288 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation | 41,487 | 38,357 |
Amortization | 6,002 | 2,818 |
Stock based compensation | 6,565 | 7,511 |
Provision for (recovery of) doubtful accounts | 497 | 94 |
(Gain) loss on disposition of fixed assets | 310 | (859) |
Deferred income taxes | 671 | (2,733) |
Defined benefit plan expense | 3,858 | 4,872 |
Equity in results of affiliates | 95 | 65 |
Changes in balance sheet items, excluding effects from acquisitions and foreign currency adjustments: | ||
Accounts and other receivables | (35,301) | (67,484) |
Inventories | (13,097) | (18,575) |
Prepaid and other current assets | (2,282) | 129 |
Accounts payable and accrued liabilities | 6,865 | 26,744 |
Income taxes payable | 3,511 | 3,255 |
Retirement and deferred compensation plan liabilities | (5,940) | (5,381) |
Other changes, net | 1,396 | 2,918 |
Net Cash Provided by Operations | 77,636 | 51,019 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (51,742) | (40,019) |
Proceeds from sale of property and equipment | 178 | 2,848 |
Insurance proceeds | 10,631 | |
Acquisition of business, release of escrow | (4,036) | |
Acquisition of intangible assets | (221) | (124) |
Proceeds from sale of investment in unconsolidated affiliate | 16,487 | |
Notes receivable, net | 231 | 208 |
Net Cash Used by Investing Activities | (39,103) | (26,456) |
Cash Flows from Financing Activities: | ||
Proceeds from notes payable | 16,783 | 8,564 |
Repayments of notes payable | (21,130) | (3,956) |
Proceeds and repayments of short term credit facility, net | (78,222) | |
Proceeds from long-term obligations | 10,446 | 2,524 |
Repayments of long-term obligations | (3,227) | (3,855) |
Dividends paid | (21,377) | (19,830) |
Proceeds from stock option exercises | 20,939 | 34,880 |
Purchase of treasury stock | (15,000) | (3,905) |
Common stock repurchased and retired | (12,797) | |
Net Cash Provided (Used) by Financing Activities | (90,788) | 1,625 |
Effect of Exchange Rate Changes on Cash | 2,809 | 5,930 |
Net Increase (Decrease) in Cash and Equivalents and Restricted Cash | (49,446) | 32,118 |
Cash and Equivalents and Restricted Cash at Beginning of Period | 266,823 | 712,640 |
Cash and Equivalents and Restricted Cash at End of Period | $ 217,377 | $ 744,758 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Restricted cash included in the line item prepaid and other on the Condensed Consolidated Balance Sheets as shown below represents amounts held in escrow related to the CSP Technologies acquisition. | ||||
Cash and equivalents | $ 217,377 | $ 261,823 | $ 741,062 | |
Restricted cash included in prepaid and other | 3,696 | |||
Total Cash and Equivalents and Restricted Cash shown in the Statement of Cash Flows | $ 217,377 | $ 266,823 | $ 744,758 | $ 712,640 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
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”, “Aptar”, “Company”, “we”, “us” or “our” 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 (the “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 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 we believe 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 our Annual Report on Form 10-K for the year ended December 31, 2018 but does not include all disclosures required by U.S. GAAP. Accordingly, these Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year. During the quarter ended June 30, 2018, primarily based on published estimates, which indicate that Argentina's three-year cumulative inflation rate has exceeded 100%, we concluded that Argentina has become a highly inflationary economy. Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian subsidiaries. We have changed the functional currency from the Argentinian peso to the U.S. dollar. Local currency monetary assets and liabilities have been remeasured into U.S. dollars using exchange rates as of the latest balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in net earnings. Our Argentinian operations contributed approximately 2.0% of consolidated net assets and revenues at and for the three months ended March 31, 2019. LEASES We determine if an arrangement is a lease at inception. Operating lease assets are included in operating lease right-of-use (“ROU”) assets and liabilities are included in Accounts payable and accrued liabilities and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term obligations and long-term obligations in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made as well as initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. We have elected not to recognize right-of-use assets and lease liabilities that arise from short-term leases (a lease whose term is 12 months or less and does not include a purchase option that we are reasonably certain to exercise). Certain vehicle lease contracts include guaranteed residual value that is considered in the determination of lease classification. The probability of having to satisfy a residual value guarantee is not considered for the purpose of lease classification, but is considered when measuring a lease liability. 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 February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard effective January 1, 2019 using a modified retrospective transition, using the effective date method. Under this method, financial results reported in periods prior to 2019 are not recast. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows companies to carry forward their historical lease classification. We also implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, as our accounting for finance leases remained substantially unchanged. The impact of adoption of the standard to previously reported results is shown below. Balance at Balance at December 31, January 1, 2018 Adjustments 2019 Consolidated Balance Sheets Operating lease right-of-use assets $ — $ 83,222 $ 83,222 Prepaid and other 118,245 (1,383) 116,862 Property, plant and equipment 991,613 5,876 997,489 Current maturities of long-term obligations, net of unamortized debt issuance costs 62,678 2,631 65,309 Accounts payable and accrued liabilities 525,199 20,508 545,707 Operating lease liabilities — 61,331 61,331 Long-term obligations, net of unamortized debt issuance costs 1,125,993 3,245 1,129,238 In February 2018, the FASB issued ASU 2018-02, which provides guidance on the reclassification of certain tax effects from accumulated other comprehensive income. This guidance allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“TCJA”). The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. We elected to early adopt this standard in the fourth quarter of 2018. As part of this adoption, we elected to reclassify $6.7 million of stranded income tax effects of the TCJA from accumulated other comprehensive income to retained earnings at the beginning of the fourth quarter of 2018. Other accounting standards that have been issued by the FASB or other standards-setting bodies did not have a material impact on our Condensed Consolidated Financial Statements. RETIREMENT OF COMMON STOCK During the first quarter of 2019, we repurchased 159 thousand shares of common stock, all of which were returned to treasury stock. During the first quarter of 2018, we repurchased 189 thousand shares of common stock, of which 144 thousand shares were immediately retired. Common stock was reduced by the number of shares retired at $0.01 par value per share. We allocate the excess purchase price over par value between additional paid-in capital and retained earnings. INCOME TAXES We compute 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 temporary 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. All of our non-U.S. earnings are subject to U.S. taxation, either from the transition tax enacted in the U.S. by the TCJA on accumulated non-U.S. earnings as of the end of 2017 or the global intangible low-taxed income (“GILTI”) provisions on non-U.S. earnings thereafter. We maintain our assertion that the cash and distributable reserves at our non-U.S. affiliates are indefinitely reinvested. We will provide for the necessary withholding and local income taxes when management decides that an affiliate should make a distribution. These decisions are made taking into consideration the financial requirements of the non-U.S. affiliates and the global cash management goals of the Company. We provide a liability for the amount of unrecognized tax benefits from uncertain tax positions. This liability is provided whenever we determine that a tax benefit will not meet a more-likely-than-not threshold for recognition. See Note 5 - Income Taxes for more information. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2019 | |
REVENUE. | |
REVENUE | NOTE 2 – REVENUE At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, we allocate the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied (i.e., when the customer obtains control of the good or service). The majority of our revenues are derived from product and tooling sales; however, we also receive revenues from service, license, exclusivity and royalty arrangements, which are considered insignificant. Revenue by segment and geography for the three months ended March 31, 2019 and 2018 is as follows: For the Three Months Ended March 31, 2019 Latin Segment Europe Domestic America Asia Total Beauty + Home $ 216,233 $ 86,979 $ 42,642 $ 21,805 $ 367,659 Pharma 184,174 71,772 7,656 9,099 272,701 Food + Beverage 30,961 55,120 7,884 10,135 104,100 Total $ 431,368 $ 213,871 $ 58,182 $ 41,039 $ 744,460 For the Three Months Ended March 31, 2018 Latin Segment Europe Domestic America Asia Total Beauty + Home $ 224,612 $ 83,074 $ 48,266 $ 22,221 $ 378,173 Pharma 175,675 39,096 6,245 9,111 230,127 Food + Beverage 29,811 48,215 7,763 9,261 95,050 Total $ 430,098 $ 170,385 $ 62,274 $ 40,593 $ 703,350 We perform our obligations under a contract with a customer by transferring goods and/or services in exchange for consideration from the customer. The timing of performance will sometimes differ from the timing of the receipt of the associated consideration from the customer, thus resulting in the recognition of a contract asset or a contract liability. We recognize a contract asset when we transfer control of goods or services to a customer prior to invoicing for the related performance obligation. The contract asset is transferred to accounts receivable when the product is shipped and invoiced to the customer. We recognize a contract liability if the customer's payment of consideration precedes the entity's performance. The opening and closing balances of our contract asset and contract liabilities are as follows: Balance as of Balance as of Increase/ December 31, 2018 March 31, 2019 (Decrease) Contract asset (current) $ 15,858 $ 15,894 $ 36 Contract asset (long-term) $ — $ — $ — Contract liability (current) $ 68,134 $ 68,403 $ 269 Contract liability (long-term) $ 11,261 $ 11,906 $ 645 The differences in the opening and closing balances of our contract asset and contract liabilities are primarily the result of timing differences between our performance and the customer’s payment. The amount of revenue recognized in the current year that was included in the opening contract liability balance was $7.5 million. Determining the Transaction Price In most cases, the transaction price for each performance obligation is stated in the contract. In determining the variable amounts of consideration within the transaction price (such as volume-based customer rebates), we include an estimate of the expected amount of consideration as revenue. We apply the expected value method based on all of the information (historical, current, and forecast) that is reasonably available and identify reasonable estimates based on this information. We apply the method consistently throughout the contract when estimating the effect of an uncertainty on the amount of variable consideration to which we will be entitled. Product Sales We primarily manufacture dispensing systems for our Beauty + Home, Pharma, and Food + Beverage customers. The amount of consideration is typically fixed for such customers. At the time of delivery, the customer is invoiced the agreed-upon price. Revenue from product sales is typically recognized upon manufacture or shipment, when control of the goods transfers to the customer. To determine when the control transfers, we typically assess, among other things, the shipping terms of the contract, shipping being one of the indicators of transfer of control. A majority of product sales are sold FOB shipping point. For FOB shipping point shipments, control of the goods transfers to the customer at the time of shipment of the goods. Therefore, our performance obligation is satisfied at the time of shipment. We have elected to account for shipping and handling costs that occur after the customer has obtained control of a good as fulfillment costs rather than as a promised service. We do not have any material significant payment terms as payment is typically received shortly after the point of sale. There also exist instances where we manufacture highly customized products that have no alternative use to us and for which we have an enforceable right to payment for performance completed to date. For these products, we transfer control and recognize revenue over time by measuring progress towards completion using the Output Method based on the number of products produced. As we normally make our products to a customer’s order, the time between production and shipment of our products is typically within a few weeks. As a part of our customary business practice, we offer a standard warranty that the products will materially comply with the technical specifications and will be free from material defects. Because such warranties are not sold separately, do not provide for any service beyond a guarantee of a product’s initial specifications, and are not required by law, there is no revenue deferral for these types of warranties. Tooling Sales We also build or contract for molds and other tools (collectively defined as “tooling”) necessary to produce our products. As with product sales, we recognize revenue when control of the tool transfers to the customer. If the tooling is highly customized with no alternative use to us and we have an enforceable right to payment for performance completed to date, we transfer control and recognize revenue over time by measuring progress towards completion using the Input Method based on costs incurred relative to total estimated costs to completion. Otherwise, revenue for the tooling is recognized at the point in time when the customer approves the tool. We do not have any material significant payment terms as payment is typically either received during the mold-build process or shortly after completion. In certain instances, we offer extended warranties on tools sold to our customers above and beyond the normal standard warranties. We normally receive payment at the inception of the contract and recognize revenue over the term of the contract. At December 31, 2018, $758 thousand of unearned revenue associated with outstanding contracts was reported in Accounts Payable and Other Liabilities. At March 31, 2019, the unearned amount was $686 thousand. We expect to recognize approximately $237 thousand of the unearned amount during the remainder of 2019, $268 thousand in 2020, and $181 thousand thereafter. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2019 | |
INVENTORIES | |
INVENTORIES | NOTE 3 - INVENTORIES Inventories, by component, consisted of: March 31, December 31, Raw materials $ 115,942 $ 110,720 Work in process 125,774 131,091 Finished goods 148,687 139,299 Total $ 390,403 $ 381,110 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill by reporting segment since December 31, 2018 are as follows: Beauty + Food + Corporate Home Pharma Beverage & Other Total Goodwill $ 223,933 $ 359,883 $ 128,279 $ 1,615 $ 713,710 Accumulated impairment losses — — — (1,615) (1,615) Balance as of December 31, 2018 $ 223,933 $ 359,883 $ 128,279 $ — $ 712,095 Acquisition — (964) — — (964) Foreign currency exchange effects (2,041) (5,255) (126) — (7,422) Goodwill $ 221,892 $ 353,664 $ 128,153 $ 1,615 $ 705,324 Accumulated impairment losses — — — (1,615) (1,615) Balance as of March 31, 2019 $ 221,892 $ 353,664 $ 128,153 $ — $ 703,709 The table below shows a summary of intangible assets as of March 31, 2019 and December 31, 2018. March 31, 2019 December 31, 2018 Weighted Average Gross Gross Amortization Period Carrying Accumulated Net Carrying Accumulated Net (Years) Amount Amortization Value Amount Amortization Value Amortized intangible assets: Patents 1.9 $ 5,545 (4,754) $ 791 $ 5,427 $ (5,294) $ 133 Acquired technology 13.5 90,867 (19,774) 71,093 92,389 (18,304) 74,085 Customer relationships 14.3 178,142 (22,784) 155,358 179,597 (20,439) 159,158 Trademarks and trade names 7.0 21,105 (7,928) 13,177 21,243 (5,914) 15,329 License agreements and other 11.9 14,171 (7,691) 6,480 13,852 (7,653) 6,199 Total intangible assets 13.2 $ 309,830 $ (62,931) $ 246,899 $ 312,508 $ (57,604) $ 254,904 Aggregate amortization expense for the intangible assets above for the quarters ended March 31, 2019 and 2018 was $6,002 and $2,818, respectively. Future estimated amortization expense for the years ending December 31 is as follows: 2019 $ 18,142 (remaining estimated amortization for 2019) 2020 22,643 2021 21,831 2022 21,545 2023 and thereafter 162,738 Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of March 31, 2019. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5 – INCOME TAXES Based on current tax laws, our estimated annual effective tax rate for 2019, excluding discrete tax impacts, is 30.4%. This rate reflects the mix of pre-tax income in various non-U.S. jurisdictions and the reduced U.S. federal tax rate, offset by unfavorable provisions within the U.S. tax law and U.S. state income tax increases. The reported effective tax rate for the three months ended March 31, 2019 was 30.0%, as the impact of discrete tax items in the period were largely offsetting. The reported effective tax rate for the three months ended March 31, 2018 was 27.0%. The prior year tax rate was favorably impacted by $4.4 million of tax benefits from employee share-based compensation. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
DEBT | |
DEBT | NOTE 6 – DEBT We hold U.S. dollar and euro-denominated debt to align our capital structure with our earnings base. At March 31, 2019, our long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.00% – 16.00%, due in monthly and annual installments through 2028 $ 23,421 $ — $ 23,421 Senior unsecured notes 3.2%, due in 2022 75,000 83 74,917 Senior unsecured debts 4.3% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022 224,000 503 223,497 Senior unsecured notes 3.5%, due in 2023 125,000 172 124,828 Senior unsecured notes 1.0%, due in 2023 112,165 408 111,757 Senior unsecured notes 3.4%, due in 2024 50,000 73 49,927 Senior unsecured notes 3.5%, due in 2024 100,000 172 99,828 Senior unsecured notes 1.2%, due in 2024 224,330 863 223,467 Senior unsecured notes 3.6%, due in 2025 125,000 200 124,800 Senior unsecured notes 3.6%, due in 2026 125,000 200 124,800 Financial lease liabilities 23,801 — 23,801 $ 1,207,717 $ 2,674 $ 1,205,043 Current maturities of long-term obligations (63,981) — (63,981) Total long-term obligations $ 1,143,736 $ 2,674 $ 1,141,062 At December 31, 2018, our long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.00% – 16.00%, due in monthly and annual installments through 2028 $ 15,531 $ — $ 15,531 Senior unsecured notes 3.2%, due in 2022 75,000 88 74,912 Senior unsecured debts 4.0% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022 224,000 541 223,459 Senior unsecured notes 3.5%, due in 2023 125,000 181 124,819 Senior unsecured notes 1.0%, due in 2023 114,535 432 114,103 Senior unsecured notes 3.4%, due in 2024 50,000 76 49,924 Senior unsecured notes 3.5%, due in 2024 100,000 181 99,819 Senior unsecured notes 1.2%, due in 2024 229,070 904 228,166 Senior unsecured notes 3.6%, due in 2025 125,000 207 124,793 Senior unsecured notes 3.6%, due in 2026 125,000 208 124,792 Capital lease obligations 8,353 — 8,353 $ 1,191,489 $ 2,818 $ 1,188,671 Current maturities of long-term obligations (62,678) — (62,678) Total long-term obligations $ 1,128,811 $ 2,818 $ 1,125,993 Our revolving credit facility and corporate long-term obligations require us to satisfy certain financial and other covenants including: Requirement Level at March 31, 2019 Consolidated Leverage Ratio (1) Maximum of 3.50 to 1.00 2.00 to 1.00 Consolidated Interest Coverage Ratio (1) Minimum of 3.00 to 1.00 14.75 to 1.00 (1) Definitions of ratios are included as part of the revolving credit facility agreement and the note purchase agreements. We also maintain a multi-currency revolving credit facility with two tranches, providing for unsecured financing of up to $300 million that is available in the U.S. and up to €150 million that is available to our wholly-owned UK subsidiary. Each borrowing under the credit facility will bear interest at rates based on LIBOR, prime rates or other similar rates, in each case plus an applicable margin. A facility fee on the total amount of the facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. The December 31, 2018 outstanding balance of €69.0 million on the euro-based revolving credit facility was paid in the first quarter of 2019. No balances were drawn as of March 31, 2019. Credit facility balances are included in notes payable, including revolving credit facilities on the Condensed Consolidated Balance Sheet. Aggregate long-term maturities, excluding finance lease obligations, due annually from the current balance sheet date for the next five years are $60,592, $62,195, $61,111, $135,252, $339,883 and $524,883 thereafter. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 3 Months Ended |
Mar. 31, 2019 | |
LEASE COMMITMENTS | |
LEASE COMMITMENTS | NOTE 7 – LEASE COMMITMENTS We lease certain warehouse, plant and office facilities as well as certain equipment under noncancelable operating and finance leases expiring at various dates through the year 2028. Most of the operating leases contain renewal options and certain leases include options to purchase the related asset during or at the end of the lease term. Amortization expense related to finance leases is included in depreciation expense while rent expense related to operating leases is included within cost of sales and selling research & development and administrative expenses (“SG&A”). Rent expense related to operating leases (including taxes, insurance and maintenance when included in the rent) amounted to $8.1 million in the first quarter of 2018 under the old lease accounting standard. The components of lease expense for the current period were as follows: Three Months Ended March 31, Operating lease cost $ 6,004 Finance lease cost: Amortization of right-of-use assets $ 872 Interest on lease liabilities 315 Total finance lease cost $ 1,187 Short-term lease and variable lease costs $ 1,942 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,469 Operating cash flows from finance leases 243 Financing cash flows from finance leases 1,140 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 4,515 Finance leases 10,697 Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating Leases Operating lease right-of-use assets $ 82,099 Accounts payable and accrued liabilities $ 15,935 Operating lease liabilities 64,592 Total operating lease liabilities $ 80,527 Finance Leases Property, plant and equipment, gross $ 31,735 Accumulated depreciation (1,095) Property, plant and equipment, net $ 30,640 Current maturities of long-term obligations, net of unamortized debt issuance cost $ 3,389 Long-term obligations, net of unamortized debt issuance cost 20,412 Total finance lease liabilities $ 23,801 Weighted Average Remaining Lease Term (in years) Operating leases 6.4 Finance leases 7.3 Weighted Average Discount Rate Operating leases 4.92 % Finance leases 5.66 % Maturities of lease liabilities as of March 31, 2019, were as follows: Operating Finance Leases Leases Year 1 $ 19,988 $ 4,605 Year 2 16,408 3,704 Year 3 12,897 3,087 Year 4 10,467 2,200 Year 5 8,586 1,769 Thereafter 26,358 16,472 Total lease payments 94,704 31,837 Less imputed interest (14,177) (8,036) Total $ 80,527 $ 23,801 Maturities of lease liabilities as of December 31, 2018 under the old lease accounting standard were as follows: Operating Capital Leases Leases Year 1 $ 26,512 $ 1,828 Year 2 21,386 1,653 Year 3 16,529 1,546 Year 4 12,549 1,160 Year 5 10,225 880 Thereafter 21,932 3,827 Total lease payments $ 109,133 10,894 Less imputed interest (2,541) Present value of future lease payments $ 8,353 As of March 31, 2019, we have additional operating and finance leases, primarily for buildings, that have not yet commenced of $4.0 million. These operating and finance leases will commence in years 2019 and 2020 with lease terms of 3 to 10 years. |
RETIREMENT AND DEFERRED COMPENS
RETIREMENT AND DEFERRED COMPENSATION PLANS | 3 Months Ended |
Mar. 31, 2019 | |
RETIREMENT AND DEFERRED COMPENSATION PLANS | |
RETIREMENT AND DEFERRED COMPENSATION PLANS | NOTE 8 – RETIREMENT AND DEFERRED COMPENSATION PLANS Components of Net Periodic Benefit Cost: Domestic Plans Foreign Plans Three Months Ended March 31, Service cost $ $ 2,849 $ 1,460 $ 1,531 Interest cost 1,720 501 472 Expected return on plan assets (2,814) (592) (679) Amortization of net loss 1,218 363 446 Amortization of prior service cost — — 113 129 Net periodic benefit cost $ 2,013 $ 2,973 $ 1,845 $ 1,899 The components of net periodic benefit cost, other than the service cost component, are included in the line “Miscellaneous, net” in the income statement. EMPLOYER CONTRIBUTIONS Although we have no minimum funding requirement, we contributed $365 thousand to our domestic defined benefit plans during the quarter ended March 31, 2019. We expect to contribute approximately $4.3 million to our foreign defined benefit plans in 2019, and as of March 31, 2019, we have contributed approximately $0.7 million of that amount. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Mar. 31, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME Changes in Accumulated Other Comprehensive (Loss) Income by Component: Foreign Defined Benefit Currency Pension Plans Derivatives Total Balance - December 31, 2017 $ (185,503) $ (64,595) $ (3,204) $ (253,302) Other comprehensive income (loss) before reclassifications 22,924 — (4,715) 18,209 Amounts reclassified from accumulated other comprehensive income — 1,356 5,068 6,424 Net current-period other comprehensive income 22,924 1,356 353 24,633 Balance - March 31, 2018 $ (162,579) $ (63,239) $ (2,851) $ (228,669) Balance - December 31, 2018 $ (248,401) $ (60,463) $ (1,640) $ (310,504) Other comprehensive income (loss) before reclassifications (9,619) — 5,738 (3,881) Amounts reclassified from accumulated other comprehensive income (loss) — 721 (6,131) (5,410) Net current-period other comprehensive income (9,619) 721 (393) (9,291) Balance - March 31, 2019 $ (258,020) $ (59,742) $ (2,033) $ (319,795) Reclassifications Out of Accumulated Other Comprehensive (Loss) 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 March 31, Defined Benefit Pension Plans Amortization of net loss $ 852 $ 1,664 (1) Amortization of prior service cost 113 129 (1) 965 1,793 Total before tax (244) (437) Tax benefit $ 721 $ 1,356 Net of tax Derivatives Changes in treasury locks $ — $ 11 Interest Expense Changes in cross currency swap: interest component (1,454) (1,019) Interest Expense Changes in cross currency swap: foreign exchange component (4,677) 7,116 Miscellaneous, net (6,131) 6,108 Total before tax — (1,040) Tax benefit $ (6,131) $ 5,068 Net of tax Total reclassifications for the period $ (5,410) $ 6,424 (1) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 8 – Retirement and Deferred Compensation Plans for additional details). |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 3 Months Ended |
Mar. 31, 2019 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 10 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We maintain a foreign exchange risk management policy designed to establish a framework to protect the value of our non-functional denominated transactions from adverse changes in exchange rates. Sales of our 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 our results of operations. Our 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. We may use foreign currency forward exchange contracts, options and cross currency swaps to economically hedge these risks. For derivative instruments designated as hedges, we formally document 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 at inception. Quarterly thereafter, we formally assess whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. 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. All derivative financial instruments used as hedges are recorded at fair value in the Condensed Consolidated Balance Sheets (see Note 11 - Fair Value). CASH FLOW HEDGE For derivative instruments that are designated and qualify as cash flow hedges, the changes in fair values are recorded in accumulated other comprehensive loss and included in changes in derivative gain/loss. The changes in the fair values of derivatives designated as cash flow hedges are reclassified from accumulated other comprehensive loss to net income when the underlying hedged item is recognized in earnings. Cash flows from the settlement of derivative contracts designated as cash flow hedges offset cash flows from the underlying hedged items and are included in operating activities in the Condensed Consolidated Statements of Cash Flows. During 2017, our wholly-owned UK subsidiary borrowed $280 million in term loan borrowings under a new credit facility. In order to mitigate the currency risk of U.S. dollar debt on a euro functional currency entity and to mitigate the risk of variability in interest rates, we entered into a cross currency swap in the notional amount of $280 million to effectively hedge the foreign exchange and interest rate exposure on the $280 million term loan. This EUR/USD swap agreement fixed our U.S. dollar floating-rate debt to 1.36% euro fixed-rate debt. Related to this hedge, approximately $2.0 million of loss is included in accumulated other comprehensive loss at March 31, 2019. The amount expected to be recognized into earnings during the next 12 months related to the interest component of our cross currency swap based on prevailing foreign exchange and interest rates at March 31, 2019 is $5.1 million. The amount expected to be recognized into earnings during the next 12 months related to the foreign exchange component of our cross currency swap is dependent on fluctuations in currency exchange rates. As of March 31, 2019, the fair value of the cross currency swap was a $3.6 million asset. The swap contract expires on July 20, 2022. HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of our foreign subsidiaries. A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on our financial condition and results of operations. Conversely, a weakening U.S. dollar has an additive effect. In some cases, we maintain debt in these subsidiaries to offset the net asset exposure. We do not otherwise actively manage this risk using derivative financial instruments. In the event we plan on a full or partial liquidation of any of our foreign subsidiaries where our net investment is likely to be monetized, we will consider hedging the currency exposure associated with such a transaction. OTHER As of March 31, 2019, we have recorded the fair value of foreign currency forward exchange contracts of $0.4 million in prepaid and other and $0.7 million in accounts payable and accrued liabilities on the balance sheet. All forward exchange contracts outstanding as of March 31, 2019 had an aggregate notional contract amount of $39.6 million. Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 March 31, 2019 December 31, 2018 Derivatives Derivatives Derivatives not Derivatives not Designated Designated Designated Designated Balance Sheet as Hedging as Hedging as Hedging as Hedging Location Instruments Instruments Instruments Instruments Derivative Assets Foreign Exchange Contracts Prepaid and other $ — $ 391 $ — $ 259 Cross Currency Swap Contract (1) Prepaid and other 3,557 — — — $ 3,557 $ 391 $ — $ 259 Derivative Liabilities Foreign Exchange Contracts Accounts payable and accrued liabilities $ — $ 713 $ — $ 331 Cross Currency Swap Contract (1) Accounts payable and accrued liabilities — — 1,040 — $ — $ 713 $ 1,040 $ 331 (1) This cross currency swap contract is composed of both an interest component and a foreign exchange component. The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Quarters Ended March 31, 2019 and 2018 Amount of Gain (Loss) Total Amount Amount of Gain (Loss) Location of (Loss) Reclassified from of Affected Derivatives in Cash Recognized in Gain Recognized Accumulated Income Flow Hedging Other Comprehensive in Income on Other Comprehensive Statement Relationships Income on Derivative Derivatives Income on Derivative Line Item Cross currency swap contract: Interest component $ 1,392 $ 1,435 Interest expense $ 1,454 $ 1,019 $ (9,214) Foreign exchange component 4,677 (7,116) Miscellaneous, net 4,677 (7,116) 466 $ 6,069 $ (5,681) $ 6,131 $ (6,097) The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Quarters Ended March 31, 2019 and 2018 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: $ (263) $ 141 $ (263) $ 141 Gross Amounts not Offset Gross Amounts Net Amounts in the Statement of Offset in the Presented in Financial Position Gross Statement of the Statement of Financial Cash Collateral Net Amount Financial Position Financial Position Instruments Received Amount Description March 31, 2019 Derivative Assets $ 3,948 — $ 3,948 — — $ 3,948 Total Assets $ 3,948 — $ 3,948 — — $ 3,948 Derivative Liabilities $ 713 — $ 713 — — $ 713 Total Liabilities $ 713 — $ 713 — — $ 713 December 31, 2018 Derivative Assets $ 259 — $ 259 — — $ 259 Total Assets $ 259 — $ 259 — — $ 259 Derivative Liabilities $ 1,371 — $ 1,371 — — $ 1,371 Total Liabilities $ 1,371 — $ 1,371 — — $ 1,371 |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE | |
FAIR VALUE | NOTE 11 – FAIR VALUE Authoritative guidelines require the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: · Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities. · Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. · Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. As of March 31, 2019, the fair values of our financial assets and liabilities were categorized as follows: Total Level 1 Level 2 Level 3 Assets Foreign exchange contracts (1) $ 391 $ — $ 391 $ — Cross currency swap contract (1) 3,557 — 3,557 — Total assets at fair value $ 3,948 $ — $ 3,948 $ — Liabilities Foreign exchange contracts (1) $ 713 $ — $ 713 $ — Total liabilities at fair value $ 713 $ — $ 713 $ — As of December 31, 2018, the fair values of our financial assets and liabilities were categorized as follows: Total Level 1 Level 2 Level 3 Assets Foreign exchange contracts (1) $ 259 $ — $ 259 $ — Total assets at fair value $ 259 $ — $ 259 $ — Liabilities Foreign exchange contracts (1) $ 331 $ — $ 331 $ — Cross currency swap contract (1) 1,040 — 1,040 — Total liabilities at fair value $ 1,371 $ — $ 1,371 $ — (1) Market approach valuation technique based on observable market transactions of spot and forward rates. The carrying amounts of our other current financial instruments such as cash and equivalents, accounts and notes receivable, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instruments. We consider our long-term obligations a Level 2 liability and utilize the market approach valuation technique based on interest rates that are currently available to us for issuance of debt with similar terms and maturities. The estimated fair value of our long-term obligations was $1.1 billion as of March 31, 2019 and December 31, 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 - 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 our financial position, results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur and 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, we have 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 we could be required to make under these indemnification agreements is unlimited; however, we have a directors and officers liability insurance policy that covers a portion of our exposure. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of March 31, 2019 and December 31, 2018. An environmental investigation, undertaken to assess areas of possible contamination, was completed at our facility in Jundiaí, São Paulo, Brazil. The facility is primarily an internal supplier of anodized aluminum components for certain of our dispensing systems. The testing indicated that soil and groundwater in certain areas of the facility were impacted above acceptable levels established by local regulations. In March 2017, we reported the findings to the relevant environmental authority, the Environmental Company of the State of São Paulo – CETESB. We continue to monitor and test the affected areas to determine the full extent of the impact and the scope of any required remediation. Initial costs for further investigation and possible remediation, which are based on assumptions about the area of impact and customary remediation costs, are estimated to be in the range of $1.5 million to $3.0 million. The range of possible loss associated with this environmental contingency is subject to considerable uncertainty due to the incomplete status of the investigation and ongoing review of the CETESB. We will continue to evaluate the range of likely costs as the investigation proceeds and we have further clarity on the nature and extent of remediation that will be required. We note that the contamination, or any failure to complete any required remediation in a timely manner, could potentially result in fines or penalties. We accrued $1.5 million (operating expense) in the first quarter of 2017 relating to this contingency. The amount is periodically reviewed, and adjusted as necessary, as the matter continues to evolve. Based on the current status of the investigation, no adjustment to the accrual was necessary for the quarter ended March 31, 2019. In March 2017, the Supreme Court of Brazil issued a decision that a certain state value added tax should not be included in the calculation of federal gross receipts taxes. The decision reduces our gross receipts tax in Brazil prospectively and, potentially, retrospectively. If the Judicial Court grants full retrospective recovery, we estimate potential recoveries of up to $13.4 million, including interest. During the first quarter of 2019, we received a favorable court decision of $2.7 million for the retrospective right to recover part of our claim. This amount is recorded in cost of sales as a favorable impact of $1.7 million and $1.0 million was recognized as interest income. Due to uncertainties around our remaining court recovery claims, we have not recorded any further amounts relating to the retrospective nature of this matter. However, we anticipate decisions on our remaining claims in 2019. |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 3 Months Ended |
Mar. 31, 2019 | |
STOCK REPURCHASE PROGRAM | |
STOCK REPURCHASE PROGRAM | NOTE 13 – STOCK REPURCHASE PROGRAM We announced the $350 million share repurchase program in effect for the quarter ended March 31, 2019 on October 20, 2016. On April 18, 2019, we announced a new share repurchase authorization of up to $350 million of common stock. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions. During the three months ended March 31, 2019, we repurchased approximately 159 thousand shares for approximately $15.0 million. During the three months ended March 31, 2018, we repurchased approximately 189 thousand shares for approximately $16.7 million. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 14 – STOCK-BASED COMPENSATION Historically we have issued stock options and restricted stock units (“RSUs”), which consisted of time-based and performance-based awards, to employees under stock awards plans approved by stockholders. Beginning in 2019, we no longer issue stock options to employees. In addition, RSUs are issued to non-employee directors under a Restricted Stock Unit Award Agreement for Directors pursuant to the 2018 Equity Incentive Plan. Previously, non-employee directors were issued stock options under a Director Stock Option Plan. Stock options were awarded with the exercise price equal to the market price on the date of grant and generally vest over three years and expire 10 years after grant. RSUs granted to employees vest according to a specified performance period and/or vesting period. Time-based RSUs generally vest over three years. Performance-based RSUs vest at the end of the specified performance period, generally three years, assuming required performance or market vesting conditions are met. Performance-based RSUs have one of two vesting conditions: (1) based on our internal financial performance metrics and (2) based on our total shareholder return (“TSR”) relative to total shareholder returns of an industrial peer group. At the time of vesting, the vested shares of common stock are issued in the employee’s name. In addition, RSU awards are generally net settled (shares are withheld to cover the employee tax obligation). Director RSUs are only time-based and generally vest over one year. Compensation expense attributable to employee stock options for the first three months of 2019 was approximately $1.8 million ($1.5 million after tax). The income tax benefit related to this compensation expense was approximately $0.3 million. Approximately $1.6 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 attributable to stock options for the first three months of 2018 was approximately $4.9 million ($3.5 million after tax). The income tax benefit related to this compensation expense was approximately $1.4 million. Approximately $4.0 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales. The reduction in stock option expense is due to our move to RSUs as discussed above. For stock option grants, we used historical data to estimate expected life and volatility. The weighted-average fair value of stock options granted under the Stock Awards Plans was $14.82 per share during the first three months of 2018. This value was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Stock Awards Plans: Three Months Ended March 31, Dividend Yield 1.5 % Expected Stock Price Volatility 14.2 % Risk-free Interest Rate 2.8 % Expected Life of Option (years) 6.6 A summary of option activity under our stock plans during the three months ended March 31, 2019 is presented below: Stock Awards Plans Director Stock Option Plans Weighted Average Weighted Average Options Exercise Price Options Exercise Price Outstanding, January 1, 2019 6,761,055 $ 65.76 155,200 $ 58.13 Granted — — — — Exercised (349,320) 59.81 (1,000) 53.72 Forfeited or expired (5,842) 58.11 — — Outstanding at March 31, 2019 6,405,893 $ 66.10 154,200 $ 58.16 Exercisable at March 31, 2019 5,593,702 $ 63.88 154,200 $ 58.16 Weighted-Average Remaining Contractual Term (Years): Outstanding at March 31, 2019 5.7 3.9 Exercisable at March 31, 2019 5.3 3.9 Aggregate Intrinsic Value: Outstanding at March 31, 2019 $ 258,093 $ 7,437 Exercisable at March 31, 2019 $ 237,778 $ 7,437 Intrinsic Value of Options Exercised During the Three Months Ended: March 31, 2019 $ 14,047 $ 51 March 31, 2018 $ 22,804 $ 1,608 The grant date fair value of options vested during the three months ended March 31, 2019 and 2018 was $12.2 million and $16.5 million, respectively. Cash received from option exercises was approximately $20.9 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $3.4 million in the three months ended March 31, 2019. As of March 31, 2019, the remaining valuation of stock option awards to be expensed in future periods was $6.5 million and the related weighted-average period over which it is expected to be recognized is 1.4 years. The fair value of both time-based RSUs and performance-based RSUs pertaining to internal performance metrics is determined using the closing price of our common stock on the grant date. The fair value of performance-based RSUs pertaining to TSR is estimated using a Monte Carlo simulation. Inputs and assumptions used to calculate the fair value are shown in the table below. The fair value of these RSUs is expensed over the vesting period using the straight-line method or using the graded vesting method when an employee becomes eligible to retain the award at retirement. Three Months Ended March 31, Fair value per stock award $ 134.97 $ 128.70 Grant date stock price $ 104.51 $ 89.42 Assumptions: Aptar's stock price expected volatility 16.50 % 12.30 % Expected average volatility of peer companies 31.90 % 27.50 % Correlation assumption 37.40 % 20.20 % Risk-free interest rate 2.19 % 2.42 % Dividend yield assumption 1.30 % 1.43 % A summary of RSU activity as of March 31, 2019 and changes during the three month period then ended, is presented below: Time-Based RSUs Performance-Based RSUs Weighted Average Weighted Average Units Grant-Date Fair Value Units Grant-Date Fair Value Nonvested at January 1, 2019 261,487 $ 91.78 69,990 $ 111.55 Granted 112,553 101.96 122,737 120.62 Vested (32,202) 85.13 — — Forfeited (3,786) 104.54 — — Nonvested at March 31, 2019 338,052 $ 95.66 192,727 $ 117.32 Nonvested time-based RSUs outstanding as of March 31, 2019, include 14,257 units awarded to non-employee directors. Compensation expense recorded attributable to RSUs for the first three months of 2019 and 2018 was approximately $4.7 million and $2.6 million, respectively. The actual tax benefit realized for the tax deduction from RSUs was approximately $408 thousand in the three months ended March 31, 2019. The fair value of units vested during the three months ended March 31, 2019 and 2018 was $2.7 million and $1.0 million, respectively. The intrinsic value of units vested during the three months ended March 31, 2019 and 2018 was $3.2 million and $1.3 million, respectively. As of March 31, 2019, there was $42.0 million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of 2.5 years. During 2017, we provided a long-term incentive program for certain employees. Each award is based on the cumulative TSR of our common stock during a three-year performance period compared to a peer group. The total expected expense related to this program for awards outstanding as of March 31, 2019 is approximately $2.8 million, of which $206 thousand and $409 thousand was recognized in the first three months of 2019 and 2018, respectively. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 15 – EARNINGS PER SHARE Basic net income per share is calculated by dividing net income attributable to Aptar by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to Aptar by the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to stock-based compensation awards. Stock-based compensation awards for which total employee proceeds exceed the average market price over the applicable period would have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. The reconciliation of basic and diluted earnings per share for the three months ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 March 31, 2018 Diluted Basic Diluted Basic Consolidated operations Income available to common stockholders $ 63,004 $ 63,004 $ 59,300 $ 59,300 Average equivalent shares Shares of common stock 62,964 62,964 62,128 62,128 Effect of dilutive stock-based compensation Stock options 2,222 — 2,216 — Restricted stock 163 — 70 — Total average equivalent shares 65,349 62,964 64,414 62,128 Net income per share $ 0.96 $ 1.00 $ 0.92 $ 0.95 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2019 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | NOTE 16 – SEGMENT INFORMATION We are organized into three reporting segments. Operations that sell dispensing systems and sealing solutions primarily to the personal care, beauty and home care markets form the Beauty + Home segment. Operations that sell dispensing systems, sealing and active packaging solutions primarily to the prescription drug, consumer health care and injectables markets form the Pharma segment. Operations that sell dispensing systems and sealing solutions 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 Part II, Item 8, Note 1 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2018. We evaluate performance of our business units and allocate resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring and acquisition-related costs. All internal segment reporting and discussions of results with our Chief Operating Decision Maker (CODM) are based on segment Adjusted EBITDA. Financial information regarding our reporting segments is shown below: Three Months Ended March 31, Total Sales: Beauty + Home $ 373,503 $ 383,463 Pharma 274,494 230,132 Food + Beverage 104,727 95,645 Total Sales $ 752,724 $ 709,240 Less: Intersegment Sales: Beauty + Home $ 5,844 $ 5,290 Pharma 1,793 5 Food + Beverage 627 595 Total Intersegment Sales $ 8,264 $ 5,890 Net Sales: Beauty + Home $ 367,659 $ 378,173 Pharma 272,701 230,127 Food + Beverage 104,100 95,050 Net Sales $ 744,460 $ 703,350 Adjusted EBITDA: Beauty + Home $ 53,191 $ 53,135 Pharma 97,357 79,840 Food + Beverage 16,691 12,739 Corporate & Other, unallocated (12,755) (11,579) Restructuring Initiatives (1) (9,530) (5,936) Depreciation and amortization (47,489) (41,175) Interest Expense (9,214) (8,055) Interest Income 1,748 2,248 Income before Income Taxes $ 89,999 $ 81,217 (1) Restructuring Initiatives includes expense items for the three months ended March 31, 2019 and 2018 as follows (see Note 19 – Restructuring Initiatives for further details): Three Months Ended March 31, Restructuring Initiatives by Segment Beauty + Home $ 8,269 $ 5,016 Pharma 326 364 Food + Beverage 510 315 Corporate & Other 425 241 Total Restructuring Initiatives $ 9,530 $ 5,936 |
INSURANCE SETTLEMENT RECEIVABLE
INSURANCE SETTLEMENT RECEIVABLE | 3 Months Ended |
Mar. 31, 2019 | |
INSURANCE SETTLEMENT RECEIVABLE | |
INSURANCE SETTLEMENT RECEIVABLE | Note 17 – INSURANCE SETTLEMENT RECEIVABLE A fire caused damage to our facility in Annecy, France in June 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 Aptar dispensing systems. While repairs are underway, we source from our network of suppliers as well as from our anodizing facility in Brazil. We are insured for the damages caused by the fire, including business interruption insurance, and we do not expect this incident to have a material impact on our financial results. Losses related to the fire of $5.9 million were incurred during the three months ended March 31, 2018. We have an insurance receivable of $3.4 million as of March 31, 2019. We did not receive any insurance proceeds during the first quarter of 2019. In many cases, our insurance coverage exceeds the amount of our recognized losses. However, no gain contingencies were recognized during the three months ended March 31, 2019 as our ability to realize those gains remains uncertain. During the three months ended March 31, 2019, profitability was not impacted while profitability was negatively impacted by $1.5 million during the three months ended March 31, 2018. These 2018 losses negatively impacted the Beauty + Home segment. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2019 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 18 – ACQUISITIONS On August 27, 2018, we completed our acquisition (the “CSP Technologies Acquisition”) of all of the outstanding capital stock of CSP Technologies S.à r.l. (“CSP Technologies”). CSP Technologies is a leader in active packaging technology based on proprietary material science expertise for the pharma and food service markets. CSP Technologies operates two manufacturing locations in the U.S. and one in France. The purchase price was approximately $553.5 million and was funded by cash on hand. $5 million, which was held in restricted cash pending the finalization of a working capital adjustment, was released from restriction in January 2019 resulting in a refund of $964 thousand. The following table summarizes the assets acquired and liabilities assumed as of the acquisition date at estimated fair value. August 27, 2018 Assets Cash and equivalents $ 24,053 Accounts receivable 20,847 Inventories 42,169 Prepaid and other 3,995 Property, plant and equipment 99,194 Goodwill 278,020 Intangible assets 177,120 Other miscellaneous assets 1,039 Liabilities Current maturities of long-term obligations 129 Accounts payable and accrued liabilities 31,989 Long-term obligations 6,037 Deferred income taxes 38,442 Retirement and deferred compensation plans 1,038 Deferred and other non-current liabilities 15,344 Net assets acquired $ 553,458 During the quarter ended March 31, 2019, we settled our $5 million working capital escrow account resulting in a reduction of our purchase price and the associated goodwill balance by $964 thousand. 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 Acquired technology $ 46,700 Customer relationships 113,300 Trademarks and trade names 14,600 License agreements and other 2,520 Total $ 177,120 Goodwill, net of working capital settlement, in the amount of $277.1 million was recorded for the CSP Technologies Acquisition, of which $173.4 million and $103.7 million is included in the Pharma and Food + Beverage 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 our commercial presence in selling the CSP Technologies line of products in markets where CSP Technologies did not previously operate and the ability of CSP Technologies 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 CSP Technologies Acquisition as if it had occurred as of January 1, 2017. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as intangible asset amortization, fair value adjustments for inventory and financing costs related to the change in our debt structure. 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 date indicated. Three Months Ended March 31, Net Sales $ 737,430 Net Income Attributable to AptarGroup Inc. 60,116 Net Income per common share — basic 0.97 Net Income per common share — diluted 0.93 On May 1, 2018, we acquired 100% of the common stock of Reboul, a French manufacturer specializing in stamping, decorating and assembling metal and plastic packaging for the cosmetics and luxury markets, for a purchase price of approximately $3.6 million (exclusive of $112 thousand of cash acquired) (the “Reboul Acquisition”). The results of Reboul’s operations have been included in the consolidated financial statements within our Beauty + Home segment since the date of acquisition. In May 2018, we invested $10.0 million in preferred equity stock of Reciprocal Labs Corporation, doing business as Propeller Health, which was accounted for at cost. No impairment charges were recorded during 2018 or 2019 against this investment. During the fourth quarter of 2018, we recorded a gain of approximately $6.5 million by adjusting the carrying amount to its expected proceeds as this investment was ultimately sold during January 2019. |
RESTRUCTURING INITIATIVES
RESTRUCTURING INITIATIVES | 3 Months Ended |
Mar. 31, 2019 | |
RESTRUCTURING INITIATIVES. | |
RESTRUCTURING INITIATIVES | NOTE 19 – RESTRUCTURING INITIATIVES In late 2017, we began a business transformation to drive profitable sales growth, increase operational excellence, enhance our approach to innovation and improve organizational effectiveness. The primary focus of the plan is the Beauty + Home segment; however, certain global general and administrative functions will also be addressed. For the three months ended March 31, 2019 and 2018, we recognized $9.5 million and $5.9 million of restructuring costs related to this plan, respectively. Using current exchange rates, we estimate total implementation costs of approximately $90 million over three years, including costs that have been recognized to date. The cumulative expense incurred as of March 31, 2019 was $75.6 million. We also anticipate making capital investments related to the transformation plan of approximately $55 million, of which the majority will be in 2019. As of March 31, 2019 we have recorded the following activity associated with the business transformation: Beginning Net Charges for Ending Reserve at the Three Months Reserve at 12/31/2018 Ended 3/31/2019 Cash Paid FX Impact 3/31/2019 Employee severance $ 3,934 $ 2,360 $ (750) $ (36) $ 5,508 Professional fees and other costs 11,101 7,170 (14,892) (19) 3,360 Totals $ 15,035 $ 9,530 $ (15,642) $ (55) $ 8,868 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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”, “Aptar”, “Company”, “we”, “us” or “our” 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 (the “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 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 we believe 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 our Annual Report on Form 10-K for the year ended December 31, 2018 but does not include all disclosures required by U.S. GAAP. Accordingly, these Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year. During the quarter ended June 30, 2018, primarily based on published estimates, which indicate that Argentina's three-year cumulative inflation rate has exceeded 100%, we concluded that Argentina has become a highly inflationary economy. Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian subsidiaries. We have changed the functional currency from the Argentinian peso to the U.S. dollar. Local currency monetary assets and liabilities have been remeasured into U.S. dollars using exchange rates as of the latest balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in net earnings. Our Argentinian operations contributed approximately 2.0% of consolidated net assets and revenues at and for the three months ended March 31, 2019. |
LEASES | LEASES We determine if an arrangement is a lease at inception. Operating lease assets are included in operating lease right-of-use (“ROU”) assets and liabilities are included in Accounts payable and accrued liabilities and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term obligations and long-term obligations in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made as well as initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. We have elected not to recognize right-of-use assets and lease liabilities that arise from short-term leases (a lease whose term is 12 months or less and does not include a purchase option that we are reasonably certain to exercise). Certain vehicle lease contracts include guaranteed residual value that is considered in the determination of lease classification. The probability of having to satisfy a residual value guarantee is not considered for the purpose of lease classification, but is considered when measuring a lease liability. |
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 February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard effective January 1, 2019 using a modified retrospective transition, using the effective date method. Under this method, financial results reported in periods prior to 2019 are not recast. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows companies to carry forward their historical lease classification. We also implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, as our accounting for finance leases remained substantially unchanged. The impact of adoption of the standard to previously reported results is shown below. Balance at Balance at December 31, January 1, 2018 Adjustments 2019 Consolidated Balance Sheets Operating lease right-of-use assets $ — $ 83,222 $ 83,222 Prepaid and other 118,245 (1,383) 116,862 Property, plant and equipment 991,613 5,876 997,489 Current maturities of long-term obligations, net of unamortized debt issuance costs 62,678 2,631 65,309 Accounts payable and accrued liabilities 525,199 20,508 545,707 Operating lease liabilities — 61,331 61,331 Long-term obligations, net of unamortized debt issuance costs 1,125,993 3,245 1,129,238 In February 2018, the FASB issued ASU 2018-02, which provides guidance on the reclassification of certain tax effects from accumulated other comprehensive income. This guidance allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“TCJA”). The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. We elected to early adopt this standard in the fourth quarter of 2018. As part of this adoption, we elected to reclassify $6.7 million of stranded income tax effects of the TCJA from accumulated other comprehensive income to retained earnings at the beginning of the fourth quarter of 2018. Other accounting standards that have been issued by the FASB or other standards-setting bodies did not have a material impact on our Condensed Consolidated Financial Statements. |
RETIREMENT OF COMMON STOCK | RETIREMENT OF COMMON STOCK During the first quarter of 2019, we repurchased 159 thousand shares of common stock, all of which were returned to treasury stock. During the first quarter of 2018, we repurchased 189 thousand shares of common stock, of which 144 thousand shares were immediately retired. Common stock was reduced by the number of shares retired at $0.01 par value per share. We allocate the excess purchase price over par value between additional paid-in capital and retained earnings. |
INCOME TAXES | INCOME TAXES We compute 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 temporary 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. All of our non-U.S. earnings are subject to U.S. taxation, either from the transition tax enacted in the U.S. by the TCJA on accumulated non-U.S. earnings as of the end of 2017 or the global intangible low-taxed income (“GILTI”) provisions on non-U.S. earnings thereafter. We maintain our assertion that the cash and distributable reserves at our non-U.S. affiliates are indefinitely reinvested. We will provide for the necessary withholding and local income taxes when management decides that an affiliate should make a distribution. These decisions are made taking into consideration the financial requirements of the non-U.S. affiliates and the global cash management goals of the Company. We provide a liability for the amount of unrecognized tax benefits from uncertain tax positions. This liability is provided whenever we determine that a tax benefit will not meet a more-likely-than-not threshold for recognition. See Note 5 - Income Taxes for more information. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Standards Update 2016-02 | |
Summary of impacts of adoption of recent accounting pronouncements | Balance at Balance at December 31, January 1, 2018 Adjustments 2019 Consolidated Balance Sheets Operating lease right-of-use assets $ — $ 83,222 $ 83,222 Prepaid and other 118,245 (1,383) 116,862 Property, plant and equipment 991,613 5,876 997,489 Current maturities of long-term obligations, net of unamortized debt issuance costs 62,678 2,631 65,309 Accounts payable and accrued liabilities 525,199 20,508 545,707 Operating lease liabilities — 61,331 61,331 Long-term obligations, net of unamortized debt issuance costs 1,125,993 3,245 1,129,238 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
REVENUE. | |
Schedule of revenue by segment by geographic area | For the Three Months Ended March 31, 2019 Latin Segment Europe Domestic America Asia Total Beauty + Home $ 216,233 $ 86,979 $ 42,642 $ 21,805 $ 367,659 Pharma 184,174 71,772 7,656 9,099 272,701 Food + Beverage 30,961 55,120 7,884 10,135 104,100 Total $ 431,368 $ 213,871 $ 58,182 $ 41,039 $ 744,460 For the Three Months Ended March 31, 2018 Latin Segment Europe Domestic America Asia Total Beauty + Home $ 224,612 $ 83,074 $ 48,266 $ 22,221 $ 378,173 Pharma 175,675 39,096 6,245 9,111 230,127 Food + Beverage 29,811 48,215 7,763 9,261 95,050 Total $ 430,098 $ 170,385 $ 62,274 $ 40,593 $ 703,350 |
Schedule of opening and closing balances of contract assets and contract liabilities | Balance as of Balance as of Increase/ December 31, 2018 March 31, 2019 (Decrease) Contract asset (current) $ 15,858 $ 15,894 $ 36 Contract asset (long-term) $ — $ — $ — Contract liability (current) $ 68,134 $ 68,403 $ 269 Contract liability (long-term) $ 11,261 $ 11,906 $ 645 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
INVENTORIES | |
Schedule of inventories, by component | March 31, December 31, Raw materials $ 115,942 $ 110,720 Work in process 125,774 131,091 Finished goods 148,687 139,299 Total $ 390,403 $ 381,110 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of changes in the carrying amount of goodwill | Beauty + Food + Corporate Home Pharma Beverage & Other Total Goodwill $ 223,933 $ 359,883 $ 128,279 $ 1,615 $ 713,710 Accumulated impairment losses — — — (1,615) (1,615) Balance as of December 31, 2018 $ 223,933 $ 359,883 $ 128,279 $ — $ 712,095 Acquisition — (964) — — (964) Foreign currency exchange effects (2,041) (5,255) (126) — (7,422) Goodwill $ 221,892 $ 353,664 $ 128,153 $ 1,615 $ 705,324 Accumulated impairment losses — — — (1,615) (1,615) Balance as of March 31, 2019 $ 221,892 $ 353,664 $ 128,153 $ — $ 703,709 |
Summary of amortized intangible assets | March 31, 2019 December 31, 2018 Weighted Average Gross Gross Amortization Period Carrying Accumulated Net Carrying Accumulated Net (Years) Amount Amortization Value Amount Amortization Value Amortized intangible assets: Patents 1.9 $ 5,545 (4,754) $ 791 $ 5,427 $ (5,294) $ 133 Acquired technology 13.5 90,867 (19,774) 71,093 92,389 (18,304) 74,085 Customer relationships 14.3 178,142 (22,784) 155,358 179,597 (20,439) 159,158 Trademarks and trade names 7.0 21,105 (7,928) 13,177 21,243 (5,914) 15,329 License agreements and other 11.9 14,171 (7,691) 6,480 13,852 (7,653) 6,199 Total intangible assets 13.2 $ 309,830 $ (62,931) $ 246,899 $ 312,508 $ (57,604) $ 254,904 |
Schedule of future estimated amortization expense | Future estimated amortization expense for the years ending December 31 is as follows: 2019 $ 18,142 (remaining estimated amortization for 2019) 2020 22,643 2021 21,831 2022 21,545 2023 and thereafter 162,738 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
DEBT | |
Schedule of long-term obligations | We hold U.S. dollar and euro-denominated debt to align our capital structure with our earnings base. At March 31, 2019, our long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.00% – 16.00%, due in monthly and annual installments through 2028 $ 23,421 $ — $ 23,421 Senior unsecured notes 3.2%, due in 2022 75,000 83 74,917 Senior unsecured debts 4.3% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022 224,000 503 223,497 Senior unsecured notes 3.5%, due in 2023 125,000 172 124,828 Senior unsecured notes 1.0%, due in 2023 112,165 408 111,757 Senior unsecured notes 3.4%, due in 2024 50,000 73 49,927 Senior unsecured notes 3.5%, due in 2024 100,000 172 99,828 Senior unsecured notes 1.2%, due in 2024 224,330 863 223,467 Senior unsecured notes 3.6%, due in 2025 125,000 200 124,800 Senior unsecured notes 3.6%, due in 2026 125,000 200 124,800 Financial lease liabilities 23,801 — 23,801 $ 1,207,717 $ 2,674 $ 1,205,043 Current maturities of long-term obligations (63,981) — (63,981) Total long-term obligations $ 1,143,736 $ 2,674 $ 1,141,062 At December 31, 2018, our long-term obligations consisted of the following: Unamortized Debt Issuance Principal Costs Net Notes payable 0.00% – 16.00%, due in monthly and annual installments through 2028 $ 15,531 $ — $ 15,531 Senior unsecured notes 3.2%, due in 2022 75,000 88 74,912 Senior unsecured debts 4.0% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022 224,000 541 223,459 Senior unsecured notes 3.5%, due in 2023 125,000 181 124,819 Senior unsecured notes 1.0%, due in 2023 114,535 432 114,103 Senior unsecured notes 3.4%, due in 2024 50,000 76 49,924 Senior unsecured notes 3.5%, due in 2024 100,000 181 99,819 Senior unsecured notes 1.2%, due in 2024 229,070 904 228,166 Senior unsecured notes 3.6%, due in 2025 125,000 207 124,793 Senior unsecured notes 3.6%, due in 2026 125,000 208 124,792 Capital lease obligations 8,353 — 8,353 $ 1,191,489 $ 2,818 $ 1,188,671 Current maturities of long-term obligations (62,678) — (62,678) Total long-term obligations $ 1,128,811 $ 2,818 $ 1,125,993 |
Schedule of covenants on revolving credit facility and corporate long-term obligations | Requirement Level at March 31, 2019 Consolidated Leverage Ratio (1) Maximum of 3.50 to 1.00 2.00 to 1.00 Consolidated Interest Coverage Ratio (1) Minimum of 3.00 to 1.00 14.75 to 1.00 (1) Definitions of ratios are included as part of the revolving credit facility agreement and the note purchase agreements. |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
LEASE COMMITMENTS | |
Schedule of components of lease expense | Three Months Ended March 31, Operating lease cost $ 6,004 Finance lease cost: Amortization of right-of-use assets $ 872 Interest on lease liabilities 315 Total finance lease cost $ 1,187 Short-term lease and variable lease costs $ 1,942 |
Schedule of supplemental cash flow information related to leases | Three Months Ended March 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,469 Operating cash flows from finance leases 243 Financing cash flows from finance leases 1,140 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 4,515 Finance leases 10,697 |
Schedule of supplemental balance sheet information related to leases | March 31, 2019 Operating Leases Operating lease right-of-use assets $ 82,099 Accounts payable and accrued liabilities $ 15,935 Operating lease liabilities 64,592 Total operating lease liabilities $ 80,527 Finance Leases Property, plant and equipment, gross $ 31,735 Accumulated depreciation (1,095) Property, plant and equipment, net $ 30,640 Current maturities of long-term obligations, net of unamortized debt issuance cost $ 3,389 Long-term obligations, net of unamortized debt issuance cost 20,412 Total finance lease liabilities $ 23,801 Weighted Average Remaining Lease Term (in years) Operating leases 6.4 Finance leases 7.3 Weighted Average Discount Rate Operating leases 4.92 % Finance leases 5.66 % |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of March 31, 2019, were as follows: Operating Finance Leases Leases Year 1 $ 19,988 $ 4,605 Year 2 16,408 3,704 Year 3 12,897 3,087 Year 4 10,467 2,200 Year 5 8,586 1,769 Thereafter 26,358 16,472 Total lease payments 94,704 31,837 Less imputed interest (14,177) (8,036) Total $ 80,527 $ 23,801 Maturities of lease liabilities as of December 31, 2018 under the old lease accounting standard were as follows: Operating Capital Leases Leases Year 1 $ 26,512 $ 1,828 Year 2 21,386 1,653 Year 3 16,529 1,546 Year 4 12,549 1,160 Year 5 10,225 880 Thereafter 21,932 3,827 Total lease payments $ 109,133 10,894 Less imputed interest (2,541) Present value of future lease payments $ 8,353 |
RETIREMENT AND DEFERRED COMPE_2
RETIREMENT AND DEFERRED COMPENSATION PLANS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
RETIREMENT AND DEFERRED COMPENSATION PLANS | |
Components of net periodic benefit cost | Domestic Plans Foreign Plans Three Months Ended March 31, Service cost $ $ 2,849 $ 1,460 $ 1,531 Interest cost 1,720 501 472 Expected return on plan assets (2,814) (592) (679) Amortization of net loss 1,218 363 446 Amortization of prior service cost — — 113 129 Net periodic benefit cost $ 2,013 $ 2,973 $ 1,845 $ 1,899 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | |
Changes in Accumulated Other Comprehensive Income/(Loss) by Component | Foreign Defined Benefit Currency Pension Plans Derivatives Total Balance - December 31, 2017 $ (185,503) $ (64,595) $ (3,204) $ (253,302) Other comprehensive income (loss) before reclassifications 22,924 — (4,715) 18,209 Amounts reclassified from accumulated other comprehensive income — 1,356 5,068 6,424 Net current-period other comprehensive income 22,924 1,356 353 24,633 Balance - March 31, 2018 $ (162,579) $ (63,239) $ (2,851) $ (228,669) Balance - December 31, 2018 $ (248,401) $ (60,463) $ (1,640) $ (310,504) Other comprehensive income (loss) before reclassifications (9,619) — 5,738 (3,881) Amounts reclassified from accumulated other comprehensive income (loss) — 721 (6,131) (5,410) Net current-period other comprehensive income (9,619) 721 (393) (9,291) Balance - March 31, 2019 $ (258,020) $ (59,742) $ (2,033) $ (319,795) |
Reclassifications Out of Accumulated Other Comprehensive (Loss) Income | Reclassifications Out of Accumulated Other Comprehensive (Loss) 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 March 31, Defined Benefit Pension Plans Amortization of net loss $ 852 $ 1,664 (1) Amortization of prior service cost 113 129 (1) 965 1,793 Total before tax (244) (437) Tax benefit $ 721 $ 1,356 Net of tax Derivatives Changes in treasury locks $ — $ 11 Interest Expense Changes in cross currency swap: interest component (1,454) (1,019) Interest Expense Changes in cross currency swap: foreign exchange component (4,677) 7,116 Miscellaneous, net (6,131) 6,108 Total before tax — (1,040) Tax benefit $ (6,131) $ 5,068 Net of tax Total reclassifications for the period $ (5,410) $ 6,424 (1) These accumulated other comprehensive income components are included in the computation of net periodic benefit costs, net of tax (see Note 8 – Retirement and Deferred Compensation Plans for additional details). |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
Schedule of Fair Value of Derivative Instruments in the Consolidated Balance Sheets | Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 March 31, 2019 December 31, 2018 Derivatives Derivatives Derivatives not Derivatives not Designated Designated Designated Designated Balance Sheet as Hedging as Hedging as Hedging as Hedging Location Instruments Instruments Instruments Instruments Derivative Assets Foreign Exchange Contracts Prepaid and other $ — $ 391 $ — $ 259 Cross Currency Swap Contract (1) Prepaid and other 3,557 — — — $ 3,557 $ 391 $ — $ 259 Derivative Liabilities Foreign Exchange Contracts Accounts payable and accrued liabilities $ — $ 713 $ — $ 331 Cross Currency Swap Contract (1) Accounts payable and accrued liabilities — — 1,040 — $ — $ 713 $ 1,040 $ 331 (1) This cross currency swap contract is composed of both an interest component and a foreign exchange component. |
Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) | The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Quarters Ended March 31, 2019 and 2018 Amount of Gain (Loss) Total Amount Amount of Gain (Loss) Location of (Loss) Reclassified from of Affected Derivatives in Cash Recognized in Gain Recognized Accumulated Income Flow Hedging Other Comprehensive in Income on Other Comprehensive Statement Relationships Income on Derivative Derivatives Income on Derivative Line Item Cross currency swap contract: Interest component $ 1,392 $ 1,435 Interest expense $ 1,454 $ 1,019 $ (9,214) Foreign exchange component 4,677 (7,116) Miscellaneous, net 4,677 (7,116) 466 $ 6,069 $ (5,681) $ 6,131 $ (6,097) |
Schedule of Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income | The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Quarters Ended March 31, 2019 and 2018 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: $ (263) $ 141 $ (263) $ 141 |
Schedule of offsetting derivative assets and liabilities | Gross Amounts not Offset Gross Amounts Net Amounts in the Statement of Offset in the Presented in Financial Position Gross Statement of the Statement of Financial Cash Collateral Net Amount Financial Position Financial Position Instruments Received Amount Description March 31, 2019 Derivative Assets $ 3,948 — $ 3,948 — — $ 3,948 Total Assets $ 3,948 — $ 3,948 — — $ 3,948 Derivative Liabilities $ 713 — $ 713 — — $ 713 Total Liabilities $ 713 — $ 713 — — $ 713 December 31, 2018 Derivative Assets $ 259 — $ 259 — — $ 259 Total Assets $ 259 — $ 259 — — $ 259 Derivative Liabilities $ 1,371 — $ 1,371 — — $ 1,371 Total Liabilities $ 1,371 — $ 1,371 — — $ 1,371 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE | |
Schedule of fair values of financial assets and liabilities | As of March 31, 2019, the fair values of our financial assets and liabilities were categorized as follows: Total Level 1 Level 2 Level 3 Assets Foreign exchange contracts (1) $ 391 $ — $ 391 $ — Cross currency swap contract (1) 3,557 — 3,557 — Total assets at fair value $ 3,948 $ — $ 3,948 $ — Liabilities Foreign exchange contracts (1) $ 713 $ — $ 713 $ — Total liabilities at fair value $ 713 $ — $ 713 $ — As of December 31, 2018, the fair values of our financial assets and liabilities were categorized as follows: Total Level 1 Level 2 Level 3 Assets Foreign exchange contracts (1) $ 259 $ — $ 259 $ — Total assets at fair value $ 259 $ — $ 259 $ — Liabilities Foreign exchange contracts (1) $ 331 $ — $ 331 $ — Cross currency swap contract (1) 1,040 — 1,040 — Total liabilities at fair value $ 1,371 $ — $ 1,371 $ — (1) Market approach valuation technique based on observable market transactions of spot and forward rates. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
STOCK-BASED COMPENSATION | |
Weighted-average assumptions used to estimate fair value of stock options granted | Stock Awards Plans: Three Months Ended March 31, Dividend Yield 1.5 % Expected Stock Price Volatility 14.2 % Risk-free Interest Rate 2.8 % Expected Life of Option (years) 6.6 |
Summary of option activity | Stock Awards Plans Director Stock Option Plans Weighted Average Weighted Average Options Exercise Price Options Exercise Price Outstanding, January 1, 2019 6,761,055 $ 65.76 155,200 $ 58.13 Granted — — — — Exercised (349,320) 59.81 (1,000) 53.72 Forfeited or expired (5,842) 58.11 — — Outstanding at March 31, 2019 6,405,893 $ 66.10 154,200 $ 58.16 Exercisable at March 31, 2019 5,593,702 $ 63.88 154,200 $ 58.16 Weighted-Average Remaining Contractual Term (Years): Outstanding at March 31, 2019 5.7 3.9 Exercisable at March 31, 2019 5.3 3.9 Aggregate Intrinsic Value: Outstanding at March 31, 2019 $ 258,093 $ 7,437 Exercisable at March 31, 2019 $ 237,778 $ 7,437 Intrinsic Value of Options Exercised During the Three Months Ended: March 31, 2019 $ 14,047 $ 51 March 31, 2018 $ 22,804 $ 1,608 |
Weighted-average assumptions used to estimate fair value of restricted stock units | Three Months Ended March 31, Fair value per stock award $ 134.97 $ 128.70 Grant date stock price $ 104.51 $ 89.42 Assumptions: Aptar's stock price expected volatility 16.50 % 12.30 % Expected average volatility of peer companies 31.90 % 27.50 % Correlation assumption 37.40 % 20.20 % Risk-free interest rate 2.19 % 2.42 % Dividend yield assumption 1.30 % 1.43 % |
Summary of restricted stock unit activity | Time-Based RSUs Performance-Based RSUs Weighted Average Weighted Average Units Grant-Date Fair Value Units Grant-Date Fair Value Nonvested at January 1, 2019 261,487 $ 91.78 69,990 $ 111.55 Granted 112,553 101.96 122,737 120.62 Vested (32,202) 85.13 — — Forfeited (3,786) 104.54 — — Nonvested at March 31, 2019 338,052 $ 95.66 192,727 $ 117.32 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE | |
Reconciliation of Basic and Diluted Earnings Per Share | Three Months Ended March 31, 2019 March 31, 2018 Diluted Basic Diluted Basic Consolidated operations Income available to common stockholders $ 63,004 $ 63,004 $ 59,300 $ 59,300 Average equivalent shares Shares of common stock 62,964 62,964 62,128 62,128 Effect of dilutive stock-based compensation Stock options 2,222 — 2,216 — Restricted stock 163 — 70 — Total average equivalent shares 65,349 62,964 64,414 62,128 Net income per share $ 0.96 $ 1.00 $ 0.92 $ 0.95 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
SEGMENT INFORMATION | |
Financial information regarding the Company's reportable segments | Three Months Ended March 31, Total Sales: Beauty + Home $ 373,503 $ 383,463 Pharma 274,494 230,132 Food + Beverage 104,727 95,645 Total Sales $ 752,724 $ 709,240 Less: Intersegment Sales: Beauty + Home $ 5,844 $ 5,290 Pharma 1,793 5 Food + Beverage 627 595 Total Intersegment Sales $ 8,264 $ 5,890 Net Sales: Beauty + Home $ 367,659 $ 378,173 Pharma 272,701 230,127 Food + Beverage 104,100 95,050 Net Sales $ 744,460 $ 703,350 Adjusted EBITDA: Beauty + Home $ 53,191 $ 53,135 Pharma 97,357 79,840 Food + Beverage 16,691 12,739 Corporate & Other, unallocated (12,755) (11,579) Restructuring Initiatives (1) (9,530) (5,936) Depreciation and amortization (47,489) (41,175) Interest Expense (9,214) (8,055) Interest Income 1,748 2,248 Income before Income Taxes $ 89,999 $ 81,217 (1) Restructuring Initiatives includes expense items for the three months ended March 31, 2019 and 2018 as follows (see Note 19 – Restructuring Initiatives for further details): |
Restructuring Initiatives | Three Months Ended March 31, Restructuring Initiatives by Segment Beauty + Home $ 8,269 $ 5,016 Pharma 326 364 Food + Beverage 510 315 Corporate & Other 425 241 Total Restructuring Initiatives $ 9,530 $ 5,936 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) - CSP Technologies Member | 3 Months Ended |
Mar. 31, 2019 | |
Acquisitions | |
Summary of assets acquired and liabilities assumed at estimated fair value | August 27, 2018 Assets Cash and equivalents $ 24,053 Accounts receivable 20,847 Inventories 42,169 Prepaid and other 3,995 Property, plant and equipment 99,194 Goodwill 278,020 Intangible assets 177,120 Other miscellaneous assets 1,039 Liabilities Current maturities of long-term obligations 129 Accounts payable and accrued liabilities 31,989 Long-term obligations 6,037 Deferred income taxes 38,442 Retirement and deferred compensation plans 1,038 Deferred and other non-current liabilities 15,344 Net assets acquired $ 553,458 |
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 Acquired technology $ 46,700 Customer relationships 113,300 Trademarks and trade names 14,600 License agreements and other 2,520 Total $ 177,120 |
Schedule of unaudited pro forma financial information | Three Months Ended March 31, Net Sales $ 737,430 Net Income Attributable to AptarGroup Inc. 60,116 Net Income per common share — basic 0.97 Net Income per common share — diluted 0.93 |
RESTRUCTURING INITIATIVES (Tabl
RESTRUCTURING INITIATIVES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
RESTRUCTURING INITIATIVES. | |
Activity associated with the entity's restructuring initiatives | Beginning Net Charges for Ending Reserve at the Three Months Reserve at 12/31/2018 Ended 3/31/2019 Cash Paid FX Impact 3/31/2019 Employee severance $ 3,934 $ 2,360 $ (750) $ (36) $ 5,508 Professional fees and other costs 11,101 7,170 (14,892) (19) 3,360 Totals $ 15,035 $ 9,530 $ (15,642) $ (55) $ 8,868 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Argentina | Maximum | Consolidated net revenues | Geographic concentration risk | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Concentration risk percentage | 2.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Adoption of ASU 2016-02 and ASU 2018-02 (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2019 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 82,099 | $ 83,222 | |
Prepaid and other | $ 118,245 | 122,104 | 116,862 |
Property, plant and equipment | 991,613 | 1,007,130 | 997,489 |
Current maturities of long-term obligations, net of unamortized debt issuance costs | 62,678 | 63,981 | 65,309 |
Accounts payable and accrued liabilities | 525,199 | 542,252 | 545,707 |
Operating lease liabilities | 64,592 | 61,331 | |
Long-term obligations, net of unamortized debt issuance costs | 1,125,993 | $ 1,141,062 | 1,129,238 |
Reclassification of stranded income tax effects from AOCI to retained earnings | $ 6,700 | ||
Accounting Standards Update 2016-02 | Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 83,222 | ||
Prepaid and other | (1,383) | ||
Property, plant and equipment | 5,876 | ||
Current maturities of long-term obligations, net of unamortized debt issuance costs | 2,631 | ||
Accounts payable and accrued liabilities | 20,508 | ||
Operating lease liabilities | 61,331 | ||
Long-term obligations, net of unamortized debt issuance costs | $ 3,245 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018$ / shares | |
Number of reportable segments | segment | 3 | ||
Total Restructuring Initiatives | $ 9,530 | $ 5,936 | |
RETIREMENT OF COMMON STOCK | |||
Common stock repurchased (retired and held in treasury) (in shares) | shares | 159 | 189 | |
Common stock repurchased and retired (in shares) | shares | 144 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS | |||
Provision for Income Taxes | $ 27,000 | $ 21,929 | |
Beauty + Home | |||
Total Restructuring Initiatives | 8,269 | 5,016 | |
Pharma | |||
Total Restructuring Initiatives | 326 | 364 | |
Food + Beverage | |||
Total Restructuring Initiatives | 510 | 315 | |
Corporate & Other | |||
Total Restructuring Initiatives | $ 425 | $ 241 |
REVENUE - Revenue by Geographic
REVENUE - Revenue by Geographic Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
REVENUE | ||
Net revenue | $ 744,460 | $ 703,350 |
Beauty + Home | ||
REVENUE | ||
Net revenue | 367,659 | 378,173 |
Pharma | ||
REVENUE | ||
Net revenue | 272,701 | 230,127 |
Food + Beverage | ||
REVENUE | ||
Net revenue | 104,100 | 95,050 |
Europe | ||
REVENUE | ||
Net revenue | 431,368 | 430,098 |
Europe | Beauty + Home | ||
REVENUE | ||
Net revenue | 216,233 | 224,612 |
Europe | Pharma | ||
REVENUE | ||
Net revenue | 184,174 | 175,675 |
Europe | Food + Beverage | ||
REVENUE | ||
Net revenue | 30,961 | 29,811 |
North America | ||
REVENUE | ||
Net revenue | 213,871 | 170,385 |
North America | Beauty + Home | ||
REVENUE | ||
Net revenue | 86,979 | 83,074 |
North America | Pharma | ||
REVENUE | ||
Net revenue | 71,772 | 39,096 |
North America | Food + Beverage | ||
REVENUE | ||
Net revenue | 55,120 | 48,215 |
Latin America | ||
REVENUE | ||
Net revenue | 58,182 | 62,274 |
Latin America | Beauty + Home | ||
REVENUE | ||
Net revenue | 42,642 | 48,266 |
Latin America | Pharma | ||
REVENUE | ||
Net revenue | 7,656 | 6,245 |
Latin America | Food + Beverage | ||
REVENUE | ||
Net revenue | 7,884 | 7,763 |
Asia | ||
REVENUE | ||
Net revenue | 41,039 | 40,593 |
Asia | Beauty + Home | ||
REVENUE | ||
Net revenue | 21,805 | 22,221 |
Asia | Pharma | ||
REVENUE | ||
Net revenue | 9,099 | 9,111 |
Asia | Food + Beverage | ||
REVENUE | ||
Net revenue | $ 10,135 | $ 9,261 |
REVENUE - Contract Assets and C
REVENUE - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
REVENUE. | |||
Contract asset (current) | $ 15,894 | $ 15,858 | |
Increase / (decrease) in contract asset (current) | 36 | ||
Contract liability (current) | 68,403 | 68,134 | |
Increase / (decrease) in contract liability (current) | 269 | ||
Contract liability (long-term) | 11,906 | $ 11,261 | |
Increase / (decrease) in contract liability (long-term) | 645 | ||
Revenue recognized previously included in current contract liabilities | 7,500 | ||
Unearned revenue associated with outstanding contracts | 686 | $ 758 | |
Estimated revenue to be recognized in 2019 | 237 | ||
Estimated revenue to be recognized in 2020 | 268 | ||
Estimated revenue to be recognized after 2020 | $ 181 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventories, by component | ||
Raw materials | $ 115,942 | $ 110,720 |
Work in process | 125,774 | 131,091 |
Finished goods | 148,687 | 139,299 |
Total | $ 390,403 | $ 381,110 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Changes in the carrying amount of goodwill | ||
Goodwill | $ 705,324 | $ 713,710 |
Accumulated impairment losses | (1,615) | (1,615) |
Goodwill, Total | 703,709 | 712,095 |
Acquisition | (964) | |
Foreign currency exchange effects | (7,422) | |
Operating segment | Beauty + Home | ||
Changes in the carrying amount of goodwill | ||
Goodwill | 221,892 | 223,933 |
Goodwill, Total | 221,892 | 223,933 |
Foreign currency exchange effects | (2,041) | |
Operating segment | Pharma | ||
Changes in the carrying amount of goodwill | ||
Goodwill | 353,664 | 359,883 |
Goodwill, Total | 353,664 | 359,883 |
Acquisition | (964) | |
Foreign currency exchange effects | (5,255) | |
Operating segment | Food + Beverage | ||
Changes in the carrying amount of goodwill | ||
Goodwill | 128,153 | 128,279 |
Goodwill, Total | 128,153 | 128,279 |
Foreign currency exchange effects | (126) | |
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 INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Amortized intangible assets: | |||
Gross Carrying Amount | $ 309,830 | $ 312,508 | |
Accumulated Amortization | (62,931) | (57,604) | |
Net Value | 246,899 | 254,904 | |
Aggregate amortization expense | 6,002 | $ 2,818 | |
Future estimated amortization expense | |||
2019 | 18,142 | ||
2020 | 22,643 | ||
2021 | 21,831 | ||
2022 | 21,545 | ||
2023 and thereafter | $ 162,738 | ||
Weighted Average | |||
Amortized intangible assets: | |||
Amortization Period | 13 years 2 months 12 days | ||
Patents | |||
Amortized intangible assets: | |||
Gross Carrying Amount | $ 5,545 | 5,427 | |
Accumulated Amortization | (4,754) | (5,294) | |
Net Value | $ 791 | 133 | |
Patents | Weighted Average | |||
Amortized intangible assets: | |||
Amortization Period | 1 year 10 months 24 days | ||
Acquired technology | |||
Amortized intangible assets: | |||
Gross Carrying Amount | $ 90,867 | 92,389 | |
Accumulated Amortization | (19,774) | (18,304) | |
Net Value | $ 71,093 | 74,085 | |
Acquired technology | Weighted Average | |||
Amortized intangible assets: | |||
Amortization Period | 13 years 6 months | ||
Customer relationships | |||
Amortized intangible assets: | |||
Gross Carrying Amount | $ 178,142 | 179,597 | |
Accumulated Amortization | (22,784) | (20,439) | |
Net Value | $ 155,358 | 159,158 | |
Customer relationships | Weighted Average | |||
Amortized intangible assets: | |||
Amortization Period | 14 years 3 months 18 days | ||
Trademarks and trade names | |||
Amortized intangible assets: | |||
Gross Carrying Amount | $ 21,105 | 21,243 | |
Accumulated Amortization | (7,928) | (5,914) | |
Net Value | $ 13,177 | 15,329 | |
Trademarks and trade names | Weighted Average | |||
Amortized intangible assets: | |||
Amortization Period | 7 years | ||
License agreements and other | |||
Amortized intangible assets: | |||
Gross Carrying Amount | $ 14,171 | 13,852 | |
Accumulated Amortization | (7,691) | (7,653) | |
Net Value | $ 6,480 | $ 6,199 | |
License agreements and other | Weighted Average | |||
Amortized intangible assets: | |||
Amortization Period | 11 years 10 months 24 days |
INCOME TAXES QTR (Details)
INCOME TAXES QTR (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | |
Effective income tax rate (as a percent) | 30.00% | 27.00% | |
Tax benefits from employee share-based compensation | $ 4.4 | ||
Forecast | |||
Effective income tax rate (as a percent) | 30.40% |
DEBT (Details)
DEBT (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||
Dec. 31, 2017USD ($) | Mar. 31, 2019EUR (€) | Mar. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | |
Long-Term Obligations | ||||||
Consolidated Leverage Ratio | 2 | 2 | ||||
Consolidated Interest Coverage Ratio | 14.75 | 14.75 | ||||
Long-term obligations gross including current maturities | $ 1,207,717 | $ 1,191,489 | ||||
Current maturities of long-term obligations | (63,981) | (62,678) | ||||
Total long-term obligations | 1,143,736 | 1,128,811 | ||||
Deferred Finance Costs, Net, Total | 2,674 | 2,818 | ||||
Deferred debt issuance costs noncurrent | 2,674 | 2,818 | ||||
Long-term obligations including current maturities | 1,205,043 | 1,188,671 | ||||
Current maturities of long-term obligations | (63,981) | $ (65,309) | (62,678) | |||
Long-term obligations, net of unamortized debt issuance costs | 1,141,062 | $ 1,129,238 | 1,125,993 | |||
Aggregate long-term maturities, excluding finance lease obligations | ||||||
Year One | 60,592 | |||||
Year Two | 62,195 | |||||
Year Three | 61,111 | |||||
Year Four | 135,252 | |||||
Year Five | 339,883 | |||||
After Year Five | $ 524,883 | |||||
Minimum | ||||||
Long-Term Obligations | ||||||
Consolidated Interest Coverage Ratio | 3 | 3 | ||||
Maximum | ||||||
Long-Term Obligations | ||||||
Consolidated Leverage Ratio | 3.50 | 3.50 | ||||
5-year revolving credit facility maturing in July 2022 | ||||||
Long-Term Obligations | ||||||
Revolving credit facility maximum borrowing capacity | € 150 | $ 300,000 | ||||
Amount outstanding under line of credit | € | € 0 | € 69 | ||||
Notes payable to banks | ||||||
Long-Term Obligations | ||||||
Proceeds from debt | $ 280,000 | |||||
Long-term obligations gross including current maturities | 224,000 | 224,000 | ||||
Deferred Finance Costs, Net, Total | 503 | 541 | ||||
Long-term obligations including current maturities | $ 223,497 | $ 223,459 | ||||
Interest rate on notes (as a percent) | 1.36% | 1.36% | 1.36% | 1.36% | 1.36% | |
Floating interest rate prior to conversion to a fixed interest rate | 4.30% | 4.30% | 4.00% | 4.00% | ||
Notes payable 0.00% - 16.00%, due in monthly and annual installments through 2028 | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 23,421 | $ 15,531 | ||||
Long-term obligations including current maturities | $ 23,421 | $ 15,531 | ||||
Notes payable 0.00% - 16.00%, due in monthly and annual installments through 2028 | Minimum | ||||||
Long-Term Obligations | ||||||
Interest rate on notes (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% | ||
Notes payable 0.00% - 16.00%, due in monthly and annual installments through 2028 | Maximum | ||||||
Long-Term Obligations | ||||||
Interest rate on notes (as a percent) | 16.00% | 16.00% | 16.00% | 16.00% | ||
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 | 83 | 88 | ||||
Long-term obligations including current maturities | $ 74,917 | $ 74,912 | ||||
Interest rate on notes (as a percent) | 3.20% | 3.20% | 3.20% | 3.20% | ||
Senior unsecured notes 3.5%, due in 2023 | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 125,000 | $ 125,000 | ||||
Deferred Finance Costs, Net, Total | 172 | 181 | ||||
Long-term obligations including current maturities | $ 124,828 | $ 124,819 | ||||
Interest rate on notes (as a percent) | 3.50% | 3.50% | 3.50% | 3.50% | ||
Senior unsecured notes 0.98%, due in 2023 | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 112,165 | $ 114,535 | ||||
Deferred Finance Costs, Net, Total | 408 | 432 | ||||
Long-term obligations including current maturities | $ 111,757 | $ 114,103 | ||||
Interest rate on notes (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% | ||
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 | 73 | 76 | ||||
Long-term obligations including current maturities | $ 49,927 | $ 49,924 | ||||
Interest rate on notes (as a percent) | 3.40% | 3.40% | 3.40% | 3.40% | ||
Senior unsecured notes 3.5%, due in 2024 | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 100,000 | $ 100,000 | ||||
Deferred Finance Costs, Net, Total | 172 | 181 | ||||
Long-term obligations including current maturities | $ 99,828 | $ 99,819 | ||||
Interest rate on notes (as a percent) | 3.50% | 3.50% | 3.50% | 3.50% | ||
Senior unsecured notes 1.17%, due in 2024 | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 224,330 | $ 229,070 | ||||
Deferred Finance Costs, Net, Total | 863 | 904 | ||||
Long-term obligations including current maturities | $ 223,467 | $ 228,166 | ||||
Interest rate on notes (as a percent) | 1.20% | 1.20% | 1.20% | 1.20% | ||
Senior unsecured notes 3.6%, due in 2025 | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 125,000 | $ 125,000 | ||||
Deferred Finance Costs, Net, Total | 200 | 207 | ||||
Long-term obligations including current maturities | $ 124,800 | $ 124,793 | ||||
Interest rate on notes (as a percent) | 3.60% | 3.60% | 3.60% | 3.60% | ||
Senior unsecured notes 3.6%, due in 2026 | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 125,000 | $ 125,000 | ||||
Deferred Finance Costs, Net, Total | 200 | 208 | ||||
Long-term obligations including current maturities | $ 124,800 | $ 124,792 | ||||
Interest rate on notes (as a percent) | 3.60% | 3.60% | 3.60% | 3.60% | ||
Financial lease liabilities | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 23,801 | |||||
Long-term obligations including current maturities | $ 23,801 | |||||
Capital lease obligations | ||||||
Long-Term Obligations | ||||||
Long-term obligations gross including current maturities | $ 8,353 | |||||
Long-term obligations including current maturities | $ 8,353 |
LEASE COMMITMENTS - Components
LEASE COMMITMENTS - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
LEASE COMMITMENTS | ||
Rent expense under operating leases | $ 8,100 | |
Components of lease expense: | ||
Operating lease cost | $ 6,004 | |
Finance lease cost: | ||
Amortization of right-of-use assets | 872 | |
Interest on lease liabilities | 315 | |
Total finance lease cost | 1,187 | |
Short-term lease and variable lease costs | $ 1,942 |
LEASE COMMITMENTS - Supplementa
LEASE COMMITMENTS - Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 6,469 |
Operating cash flows from finance leases | 243 |
Financing cash flows from finance leases | 1,140 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 4,515 |
Finance leases | $ 10,697 |
LEASE COMMITMENTS - Supplemen_2
LEASE COMMITMENTS - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases | |||
Operating lease right-of-use assets | $ 82,099 | $ 83,222 | |
Operating lease liability, current | $ 15,935 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | ||
Operating lease liabilities | $ 64,592 | $ 61,331 | |
Total operating lease liabilities | 80,527 | ||
Finance Leases | |||
Finance leases included in property, plant and equipment, gross | 31,735 | ||
Accumulated depreciation of finance leases included in property, plant and equipment, net | (1,095) | ||
Total finance leases | $ 30,640 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | ||
Current portion of finance lease liabilities | $ 3,389 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long-term Debt and Capital Lease Obligations, Current | ||
Noncurrent portion of finance lease liabilities | $ 20,412 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term Debt and Capital Lease Obligations | ||
Total finance lease liabilities | $ 23,801 | $ 8,353 | |
Weighted Average Remaining Lease Term (in years) | |||
Operating leases | 6 years 4 months 24 days | ||
Finance leases | 7 years 3 months 18 days | ||
Weighted Average Discount Rate | |||
Operating leases | 4.92% | ||
Finance leases | 5.66% |
LEASE COMMITMENTS - Maturities
LEASE COMMITMENTS - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Maturities of operating lease liabilities: | ||
Year 1 | $ 19,988 | $ 26,512 |
Year 2 | 16,408 | 21,386 |
Year 3 | 12,897 | 16,529 |
Year 4 | 10,467 | 12,549 |
Year 5 | 8,586 | 10,225 |
Thereafter | 26,358 | 21,932 |
Total lease payments | 94,704 | 109,133 |
Less imputed interest | (14,177) | |
Total operating lease liabilities | 80,527 | |
Maturities of finance lease liabilities: | ||
Year 1 | 4,605 | 1,828 |
Year 2 | 3,704 | 1,653 |
Year 3 | 3,087 | 1,546 |
Year 4 | 2,200 | 1,160 |
Year 5 | 1,769 | 880 |
Thereafter | 16,472 | 3,827 |
Total lease payments | 31,837 | 10,894 |
Less imputed interest | (8,036) | (2,541) |
Total finance lease liabilities | 23,801 | $ 8,353 |
Amount of additional operating and finance leases that have not yet commenced | $ 4,000 | |
Minimum | ||
Maturities of finance lease liabilities: | ||
Term of operating and finance leases that have not yet commenced | 3 years | |
Maximum | ||
Maturities of finance lease liabilities: | ||
Term of operating and finance leases that have not yet commenced | 10 years |
RETIREMENT AND DEFERRED COMPE_3
RETIREMENT AND DEFERRED COMPENSATION PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
United States | ||
Change in benefit obligation: | ||
Service cost | $ 2,773 | $ 2,849 |
Interest cost | 1,845 | 1,720 |
Change in plan assets: | ||
Employer contribution | 365 | |
Components of net periodic benefit cost: | ||
Service cost | 2,773 | 2,849 |
Interest cost | 1,845 | 1,720 |
Expected return on plan assets | (3,094) | (2,814) |
Amortization of net loss | 489 | 1,218 |
Net periodic benefit cost | 2,013 | 2,973 |
Minimum funding requirements | 0 | |
Foreign Plans | ||
Change in benefit obligation: | ||
Service cost | 1,460 | 1,531 |
Interest cost | 501 | 472 |
Change in plan assets: | ||
Employer contribution | 700 | |
Components of net periodic benefit cost: | ||
Service cost | 1,460 | 1,531 |
Interest cost | 501 | 472 |
Expected return on plan assets | (592) | (679) |
Amortization of net loss | 363 | 446 |
Amortization of prior service cost | 113 | 129 |
Net periodic benefit cost | 1,845 | $ 1,899 |
Expected contribution in current fiscal year | $ 4,300 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | $ 1,422,556 | |
Balance at the end of the period | 1,467,396 | |
Foreign Currency | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (248,401) | $ (185,503) |
Other comprehensive income (loss) before reclassifications | (9,619) | 22,924 |
Net current-period other comprehensive income (loss) | (9,619) | 22,924 |
Balance at the end of the period | (258,020) | (162,579) |
Defined Benefit Pension Plans | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (60,463) | (64,595) |
Amounts reclassified from accumulated other comprehensive income | 721 | 1,356 |
Net current-period other comprehensive income (loss) | 721 | 1,356 |
Balance at the end of the period | (59,742) | (63,239) |
Derivatives | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (1,640) | (3,204) |
Other comprehensive income (loss) before reclassifications | 5,738 | (4,715) |
Amounts reclassified from accumulated other comprehensive income | (6,131) | 5,068 |
Net current-period other comprehensive income (loss) | (393) | 353 |
Balance at the end of the period | (2,033) | (2,851) |
Accumulated Other Comprehensive Income/(Loss) | ||
Accumulated other comprehensive income activity | ||
Balance at the beginning of the period | (310,504) | (253,302) |
Other comprehensive income (loss) before reclassifications | (3,881) | 18,209 |
Amounts reclassified from accumulated other comprehensive income | (5,410) | 6,424 |
Net current-period other comprehensive income (loss) | (9,291) | 24,633 |
Balance at the end of the period | $ (319,795) | $ (228,669) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (Reclassifications From Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Miscellaneous, net | $ 466 | $ (867) |
Interest expense | 9,214 | 8,055 |
Total before tax | (89,999) | (81,217) |
Tax benefit | 27,000 | 21,929 |
Total reclassifications for the period | (63,004) | (59,300) |
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Total reclassifications for the period | (5,410) | 6,424 |
Defined Benefit Pension Plans | Amount Reclassified from Accumulated Other Comprehensive Income | ||
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Amortization of net loss | 852 | 1,664 |
Amortization of prior service cost | 113 | 129 |
Total before tax | 965 | 1,793 |
Tax benefit | (244) | (437) |
Total reclassifications for the period | 721 | 1,356 |
Derivatives | Amount Reclassified from Accumulated Other Comprehensive Income | ||
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Total before tax | (6,131) | 6,108 |
Tax benefit | (1,040) | |
Total reclassifications for the period | (6,131) | 5,068 |
Derivatives | Treasury locks | Amount Reclassified from Accumulated Other Comprehensive Income | ||
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Interest expense | 11 | |
Derivatives | Cross Currency Swap Contract: Interest Component | Amount Reclassified from Accumulated Other Comprehensive Income | ||
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Interest expense | (1,454) | (1,019) |
Derivatives | Cross Currency Swap Contract: Foreign Exchange Component | Amount Reclassified from Accumulated Other Comprehensive Income | ||
Amount Reclassified from Accumulated Other Comprehensive Income | ||
Miscellaneous, net | $ (4,677) | $ 7,116 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Cash Flow Hedge) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Net after-tax loss included in accumulated other comprehensive earnings | $ 393 | $ (346) | ||
Derivatives in Cash Flow Hedging Relationships | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | 6,069 | $ (5,681) | ||
Cross Currency Swap Contract | Derivatives in Cash Flow Hedging Relationships | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount hedged | $ 280,000 | |||
Net after-tax loss included in accumulated other comprehensive earnings | 2,000 | |||
Fair value of derivative asset | 3,600 | |||
Cross Currency Swap Contract: Interest Component | Derivatives in Cash Flow Hedging Relationships | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount expected to be recognized in earnings in next twelve months related to cross currency swap contract | $ 5,100 | |||
Notes payable to banks | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Proceeds from debt | $ 280,000 | |||
Interest rate on notes (as a percent) | 1.36% | 1.36% | 1.36% |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Fair Value of Derivative Instruments in the Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Fair Value of Derivative Instruments | |||
Derivative Assets | $ 3,948 | $ 259 | |
Derivative Liabilities | 713 | 1,371 | |
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments | (263) | $ 141 | |
Foreign Exchange Contracts | |||
Fair Value of Derivative Instruments | |||
Aggregate amount of forward exchange contracts outstanding | 39,600 | ||
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments | (263) | $ 141 | |
Derivative Contracts Not Designated as Hedging Instruments | |||
Fair Value of Derivative Instruments | |||
Derivative Assets | 391 | 259 | |
Derivative Liabilities | 713 | 331 | |
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Prepaid and other | |||
Fair Value of Derivative Instruments | |||
Derivative Assets | 391 | 259 | |
Derivative Contracts Not Designated as Hedging Instruments | Foreign Exchange Contracts | Accounts payable and accrued liabilities | |||
Fair Value of Derivative Instruments | |||
Derivative Liabilities | 713 | 331 | |
Derivative Contracts Designated as Hedging Instruments | |||
Fair Value of Derivative Instruments | |||
Derivative Assets | 3,557 | ||
Derivative Liabilities | 1,040 | ||
Derivative Contracts Designated as Hedging Instruments | Cross Currency Swap Contract | Prepaid and other | |||
Fair Value of Derivative Instruments | |||
Derivative Assets | $ 3,557 | ||
Derivative Contracts Designated as Hedging Instruments | Cross Currency Swap Contract | Accounts payable and accrued liabilities | |||
Fair Value of Derivative Instruments | |||
Derivative Liabilities | $ 1,040 |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Effect of Derivative Instruments on the Consolidated Statements of Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative instruments, gain or (loss) | ||
Foreign Exchange Contract, Amount of Gain (Loss) Recognized in Income on Derivative, not designated as hedging instruments | $ (263) | $ 141 |
Derivatives in Cash Flow Hedging Relationships | ||
Derivative instruments, gain or (loss) | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | 6,069 | (5,681) |
Amount of Gain (Loss) Reclassified from AOCI on Derivative | 6,131 | (6,097) |
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 | (263) | 141 |
Cross Currency Swap Contract: Interest Component | Interest expense | Derivatives in Cash Flow Hedging Relationships | ||
Derivative instruments, gain or (loss) | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | 1,392 | 1,435 |
Amount of Gain (Loss) Reclassified from AOCI on Derivative | 1,454 | 1,019 |
Cross Currency Swap Contract: Foreign Exchange Component | Other Income (Expense): Miscellaneous, net | Derivatives in Cash Flow Hedging Relationships | ||
Derivative instruments, gain or (loss) | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | 4,677 | (7,116) |
Amount of Gain (Loss) Reclassified from AOCI on Derivative | $ 4,677 | $ (7,116) |
DERIVATIVE INSTRUMENTS AND HE_6
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Schedule of Derivative Assets and Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative Assets | ||
Gross Amount | $ 3,948 | $ 259 |
Net Amounts Presented in the Statement of Financial Position | 3,948 | 259 |
Net Amount | 3,948 | 259 |
Derivative Liabilities | ||
Gross Amount | 713 | 1,371 |
Net Amounts Presented in the Statement of Financial Position | 713 | 1,371 |
Net Amount | $ 713 | $ 1,371 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Liabilities | ||
Fair value of long-term obligations | $ 1,100,000 | $ 1,100,000 |
Assets and liabilities measured at fair value on recurring basis | ||
Assets | ||
Foreign exchange contracts, assets | 391 | 259 |
Cross currency swap contract, asset | 3,557 | |
Total assets at fair value | 3,948 | 259 |
Liabilities | ||
Foreign exchange contracts, liabilities | 713 | 331 |
Cross currency swap contract, liability | 1,040 | |
Total liabilities at fair value | 713 | 1,371 |
Assets and liabilities measured at fair value on recurring basis | Level 2 | ||
Assets | ||
Foreign exchange contracts, assets | 391 | 259 |
Cross currency swap contract, asset | 3,557 | |
Total assets at fair value | 3,948 | 259 |
Liabilities | ||
Foreign exchange contracts, liabilities | 713 | 331 |
Cross currency swap contract, liability | 1,040 | |
Total liabilities at fair value | $ 713 | $ 1,371 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2017 | Dec. 31, 2018 | |
Brazil | |||
Commitments and contingencies | |||
Environmental Remediation Expense | $ 0 | $ 1,500,000 | |
Brazil | Reduction of gross receipts tax | |||
Commitments and contingencies | |||
Estimated potential recoveries | $ 13,400,000 | ||
Recovery of part of claim | 2,700,000 | ||
Brazil | Reduction of gross receipts tax | Cost of Sales | |||
Commitments and contingencies | |||
Recovery of part of claim | 1,700,000 | ||
Brazil | Reduction of gross receipts tax | Interest Income | |||
Commitments and contingencies | |||
Recovery of part of claim | 1,000,000 | ||
Brazil | Minimum | |||
Commitments and contingencies | |||
Environmental Loss Contingencies Estimate | 1,500,000 | ||
Brazil | Maximum | |||
Commitments and contingencies | |||
Environmental Loss Contingencies Estimate | 3,000,000 | ||
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 | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Apr. 18, 2019 | Oct. 20, 2016 | |
Stock repurchase program | ||||
Aggregate amount of share repurchases (in dollars) | $ 15,000 | $ 3,905 | ||
Common stock repurchased (retired and held in treasury) (in shares) | 159 | 189 | ||
Common stock repurchased (retired and held in treasury) | $ 15,000 | $ 16,700 | ||
Common stock repurchased and retired (in shares) | 144 | |||
Common stock repurchased and retired | $ 12,797 | |||
Stock Repurchase Program October 20, 2016 | ||||
Stock repurchase program | ||||
Share repurchases authorized amount | $ 350,000 | |||
Stock Repurchase Program April 18, 2019 | ||||
Stock repurchase program | ||||
Share repurchases authorized amount | $ 350,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
STOCK-BASED COMPENSATION | ||
Proceeds from stock option exercises | $ 20,939 | $ 34,880 |
Stock options | ||
STOCK-BASED COMPENSATION | ||
Award vesting period | 3 years | |
Expiration period | 10 years | |
Compensation expense | $ 1,800 | 4,900 |
Compensation expense, net of tax | 1,500 | 3,500 |
Income tax benefit related to compensation expense | 300 | 1,400 |
Fair value of shares vested | 12,200 | 16,500 |
Proceeds from stock option exercises | 20,900 | |
Actual tax benefit realized for the tax deduction from option exercises | 3,400 | |
Unrecognized compensation cost expected to be recognized in future periods | $ 6,500 | |
Weighted-average period over which compensation cost is expected to be recognized | 1 year 4 months 24 days | |
Stock options | Selling, research & development and administrative expenses | ||
STOCK-BASED COMPENSATION | ||
Compensation expense | $ 1,600 | 4,000 |
Restricted stock units | ||
STOCK-BASED COMPENSATION | ||
Compensation expense | 4,700 | 2,600 |
Actual tax benefit realized for the tax deduction from option exercises | 408 | |
Unrecognized compensation cost expected to be recognized in future periods | $ 42,000 | |
Weighted-average period over which compensation cost is expected to be recognized | 2 years 6 months | |
Weighted-Average Grant-Date Fair Value | ||
Fair value of units vested | $ 2,700 | 1,000 |
Intrinsic value of units vested | $ 3,200 | $ 1,300 |
Restricted stock units (time-based) | ||
STOCK-BASED COMPENSATION | ||
Award vesting period | 3 years | |
Restricted stock unit activity | ||
Balance at the beginning of the period (in shares) | 261,487 | |
Granted (in shares) | 112,553 | |
Vested (in shares) | (32,202) | |
Forfeited (in shares) | (3,786) | |
Balance at the end of the period (in shares) | 338,052 | |
Weighted-Average Grant-Date Fair Value | ||
Nonvested at the beginning of the period (in dollars per share) | $ 91.78 | |
Granted (in dollars per share) | 101.96 | |
Vested (in dollars per share) | 85.13 | |
Forfeited (in dollars per share) | 104.54 | |
Nonvested at the end of the period (in dollars per share) | $ 95.66 | |
Restricted stock units (performance-based) | ||
STOCK-BASED COMPENSATION | ||
Award vesting period | 3 years | |
Assumptions used to estimate fair value of stock options granted | ||
Dividend Yield (as a percent) | 1.30% | 1.43% |
Expected Stock Price Volatility (as a percent) | 16.50% | 12.30% |
Risk-free Interest Rate (as a percent) | 2.19% | 2.42% |
Assumptions used to estimate fair value of restricted stock units granted | ||
Fair value per stock award (in dollars per share) | $ 134.97 | $ 128.70 |
Grant date stock price (in dollars per share) | $ 104.51 | $ 89.42 |
Expected Stock Price Volatility (as a percent) | 16.50% | 12.30% |
Expected average volatility of peer companies (as a percent) | 31.90% | 27.50% |
Correlation assumption (as a percent) | 37.40% | 20.20% |
Risk-free Interest Rate (as a percent) | 2.19% | 2.42% |
Dividend Yield (as a percent) | 1.30% | 1.43% |
Restricted stock unit activity | ||
Balance at the beginning of the period (in shares) | 69,990 | |
Granted (in shares) | 122,737 | |
Balance at the end of the period (in shares) | 192,727 | |
Weighted-Average Grant-Date Fair Value | ||
Nonvested at the beginning of the period (in dollars per share) | $ 111.55 | |
Granted (in dollars per share) | 120.62 | |
Nonvested at the end of the period (in dollars per share) | $ 117.32 | |
Stock Awards Plans | Stock options | ||
STOCK-BASED COMPENSATION | ||
Weighted-average fair value of stock options granted (in dollars per share) | $ 14.82 | |
Assumptions used to estimate fair value of stock options granted | ||
Dividend Yield (as a percent) | 1.50% | |
Expected Stock Price Volatility (as a percent) | 14.20% | |
Risk-free Interest Rate (as a percent) | 2.80% | |
Expected Life of Option (years) | 6 years 7 months 6 days | |
Stock options activity | ||
Outstanding at the beginning of the period (in shares) | 6,761,055 | |
Exercised (in shares) | (349,320) | |
Forfeited or expired (in shares) | (5,842) | |
Outstanding at the end of the period (in shares) | 6,405,893 | |
Exercisable at the end of the period (in shares) | 5,593,702 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 65.76 | |
Exercised (in dollars per share) | 59.81 | |
Forfeited or expired (in dollars per share) | 58.11 | |
Outstanding at the end of the period (in dollars per share) | 66.10 | |
Exercisable at the end of the period (in dollars per share) | $ 63.88 | |
Weighted-Average Remaining Contractual Term (Years): | ||
Outstanding at the end of the period | 5 years 8 months 12 days | |
Exercisable at the end of the period | 5 years 3 months 18 days | |
Aggregate Intrinsic Value: | ||
Outstanding at the end of the period | $ 258,093 | |
Exercisable at the end of the period | 237,778 | |
Intrinsic Value of Options Exercised | $ 14,047 | $ 22,804 |
Assumptions used to estimate fair value of restricted stock units granted | ||
Expected Stock Price Volatility (as a percent) | 14.20% | |
Risk-free Interest Rate (as a percent) | 2.80% | |
Dividend Yield (as a percent) | 1.50% | |
Director Stock Option Plans | Stock options | ||
Stock options activity | ||
Outstanding at the beginning of the period (in shares) | 155,200 | |
Exercised (in shares) | (1,000) | |
Outstanding at the end of the period (in shares) | 154,200 | |
Exercisable at the end of the period (in shares) | 154,200 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 58.13 | |
Exercised (in dollars per share) | 53.72 | |
Outstanding at the end of the period (in dollars per share) | 58.16 | |
Exercisable at the end of the period (in dollars per share) | $ 58.16 | |
Weighted-Average Remaining Contractual Term (Years): | ||
Outstanding at the end of the period | 3 years 10 months 24 days | |
Exercisable at the end of the period | 3 years 10 months 24 days | |
Aggregate Intrinsic Value: | ||
Outstanding at the end of the period | $ 7,437 | |
Exercisable at the end of the period | 7,437 | |
Intrinsic Value of Options Exercised | $ 51 | $ 1,608 |
Director Stock Option Plans | Restricted stock units | ||
STOCK-BASED COMPENSATION | ||
Award vesting period | 1 year | |
Director Stock Option Plans | Restricted stock units (time-based) | ||
Restricted stock unit activity | ||
Balance at the end of the period (in shares) | 14,257 | |
New long-term incentive program | ||
STOCK-BASED COMPENSATION | ||
Compensation expense | $ 206 | $ 409 |
Expected total expense related to program over the performance period | $ 2,800 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Earning per share | |||
Authorized common stock (in shares) | 199,000 | 199,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Income (Numerator) | |||
Income available to common stockholders, basic (in dollars) | $ 63,004 | $ 59,300 | |
Income available to common stockholders, diluted (in dollars) | $ 63,004 | $ 59,300 | |
Shares (Denominator) | |||
Basic (in shares) | 62,964 | 62,128 | |
Total average equivalent shares | 65,349 | 64,414 | |
Per Share Amount | |||
Net income per share, basic (in dollars per share) | $ 1 | $ 0.95 | |
Net income per share, diluted (in dollars per share) | $ 0.96 | $ 0.92 | |
Stock options | |||
Shares (Denominator) | |||
Effect of dilutive stock based compensation (in shares) | 2,222 | 2,216 | |
Restricted stock units | |||
Shares (Denominator) | |||
Effect of dilutive stock based compensation (in shares) | 163 | 70 |
SEGMENT INFORMATION (Summary of
SEGMENT INFORMATION (Summary of Reportable Segments) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Financial information regarding the Company's reportable segments | |||
Number of reportable segments | segment | 3 | ||
Net sales | $ 744,460 | $ 703,350 | |
Total Restructuring Initiatives | 9,530 | 5,936 | |
Depreciation and amortization | 47,489 | 41,175 | |
Interest expense | (9,214) | (8,055) | |
Interest income | 1,748 | 2,248 | |
Income before Income Taxes | 89,999 | 81,217 | |
Capital Expenditures | 51,742 | 40,019 | |
Total Assets | 3,415,634 | $ 3,377,735 | |
Employee severance | |||
Financial information regarding the Company's reportable segments | |||
Total Restructuring Initiatives | 2,360 | ||
Beauty + Home | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 367,659 | 378,173 | |
Adjusted EBITDA | 53,191 | 53,135 | |
Total Restructuring Initiatives | 8,269 | 5,016 | |
Pharma | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 272,701 | 230,127 | |
Adjusted EBITDA | 97,357 | 79,840 | |
Total Restructuring Initiatives | 326 | 364 | |
Food + Beverage | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 104,100 | 95,050 | |
Adjusted EBITDA | 16,691 | 12,739 | |
Total Restructuring Initiatives | 510 | 315 | |
Corporate & Other | |||
Financial information regarding the Company's reportable segments | |||
Adjusted EBITDA | (12,755) | (11,579) | |
Total Restructuring Initiatives | 425 | 241 | |
Operating segment | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 752,724 | 709,240 | |
Operating segment | Beauty + Home | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 373,503 | 383,463 | |
Operating segment | Pharma | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 274,494 | 230,132 | |
Operating segment | Food + Beverage | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 104,727 | 95,645 | |
Intersegment | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 8,264 | 5,890 | |
Intersegment | Beauty + Home | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 5,844 | 5,290 | |
Intersegment | Pharma | |||
Financial information regarding the Company's reportable segments | |||
Net sales | 1,793 | 5 | |
Intersegment | Food + Beverage | |||
Financial information regarding the Company's reportable segments | |||
Net sales | $ 627 | $ 595 |
INSURANCE SETTLEMENT RECEIVAB_2
INSURANCE SETTLEMENT RECEIVABLE (Details) - France - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | |
INSURANCE SETTLEMENT RECEIVABLE | ||
Costs incurred related to fire | $ 5.9 | |
Insurance receivable | $ 3.4 | |
Estimated potential recoveries | $ 0 | |
Expenses related to fire | $ 1.5 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Thousands | Aug. 27, 2018USD ($) | May 01, 2018USD ($) | Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($) | May 31, 2018USD ($) | Mar. 31, 2018USD ($) |
Acquisitions | |||||||
Restricted cash included in prepaid and other | $ 3,696 | ||||||
Assets | |||||||
Goodwill | $ 712,095 | $ 703,709 | |||||
Preferred equity stocks | |||||||
Acquisitions | |||||||
Cost method investments | $ 10,000 | ||||||
Carrying amount adjustments related to fair value adjustments | |||||||
Adjustment of carrying amount to expected sales proceeds | 6,500 | ||||||
Reboul | |||||||
Acquisitions | |||||||
Percentage of interest acquired | 100.00% | ||||||
Cost of acquired entity | $ 3,600 | ||||||
Assets | |||||||
Cash and equivalents | $ 112 | ||||||
CSP Technologies Member | |||||||
Acquisitions | |||||||
Cost of acquired entity | $ 553,500 | ||||||
Restricted cash included in prepaid and other | $ 5,000 | ||||||
Refund from working capital adjustment | $ 964 | ||||||
Assets | |||||||
Cash and equivalents | 24,053 | ||||||
Accounts receivable | 20,847 | ||||||
Inventories | 42,169 | ||||||
Prepaid and other | 3,995 | ||||||
Property, plant and equipment | 99,194 | ||||||
Goodwill | 278,020 | ||||||
Intangible assets | 177,120 | ||||||
Other miscellaneous assets | 1,039 | ||||||
Liabilities | |||||||
Current maturities of long-term obligations | 129 | ||||||
Accounts payable and accrued liabilities | 31,989 | ||||||
Long-term obligations | 6,037 | ||||||
Deferred income taxes | 38,442 | ||||||
Retirement and deferred compensation plans | 1,038 | ||||||
Deferred and other non-current liabilities | 15,344 | ||||||
Net assets acquired | $ 553,458 | ||||||
France | CSP Technologies Member | |||||||
Acquisitions | |||||||
Number of manufacturing plants acquired | 1 | ||||||
United States | CSP Technologies Member | |||||||
Acquisitions | |||||||
Number of manufacturing plants acquired | 2 | ||||||
Pharma | CSP Technologies Member | |||||||
Assets | |||||||
Goodwill | $ 173,400 | ||||||
Food + Beverage | CSP Technologies Member | |||||||
Assets | |||||||
Goodwill | $ 103,700 |
ACQUISITIONS (Acquired Intangib
ACQUISITIONS (Acquired Intangibles) (Details) - CSP Technologies Member $ in Thousands | Aug. 27, 2018USD ($) |
Acquired finite-lived intangible assets | |
Estimated Fair Value of Asset | $ 177,120 |
Acquired technology | |
Acquired finite-lived intangible assets | |
Weighted average useful life | 12 years |
Estimated Fair Value of Asset | $ 46,700 |
Customer relationships | |
Acquired finite-lived intangible assets | |
Weighted average useful life | 16 years |
Estimated Fair Value of Asset | $ 113,300 |
Trademarks and trade names | |
Acquired finite-lived intangible assets | |
Weighted average useful life | 9 years |
Estimated Fair Value of Asset | $ 14,600 |
License agreements and other | |
Acquired finite-lived intangible assets | |
Weighted average useful life | 11 years |
Estimated Fair Value of Asset | $ 2,520 |
ACQUISITIONS (Pro Forma) (Detai
ACQUISITIONS (Pro Forma) (Details) - CSP Technologies Member $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)$ / shares | |
Unaudited pro forma financial information | |
Net Sales | $ | $ 737,430 |
Net Income Attributable to AptarGroup, Inc. | $ | $ 60,116 |
Net Income per common share - basic | $ / shares | $ 0.97 |
Net Income per common share - diluted | $ / shares | $ 0.93 |
RESTRUCTURING INITIATIVE (Detai
RESTRUCTURING INITIATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring reserve | ||
Restructuring reserve, balance at the beginning of the period | $ 15,035 | |
Expense recognized related to the plan | 9,530 | $ 5,936 |
Cash paid | (15,642) | |
FX impact | (55) | |
Restructuring reserve, balance at the end of the period | 8,868 | |
Employee severance | ||
Restructuring reserve | ||
Restructuring reserve, balance at the beginning of the period | 3,934 | |
Expense recognized related to the plan | 2,360 | |
Cash paid | (750) | |
FX impact | (36) | |
Restructuring reserve, balance at the end of the period | 5,508 | |
Professional fees and other costs | ||
Restructuring reserve | ||
Restructuring reserve, balance at the beginning of the period | 11,101 | |
Expense recognized related to the plan | 7,170 | |
Cash paid | (14,892) | |
FX impact | (19) | |
Restructuring reserve, balance at the end of the period | 3,360 | |
Business Transformation | ||
Restructuring initiatives | ||
Expected implementation costs | $ 90,000 | |
Expected term of implementation costs | P3Y | |
Expected capital investments related to transformation plan | $ 55,000 | |
Cumulative expense incurred | 75,600 | |
Beauty + Home | ||
Restructuring reserve | ||
Expense recognized related to the plan | 8,269 | 5,016 |
Pharma | ||
Restructuring reserve | ||
Expense recognized related to the plan | 326 | 364 |
Food + Beverage | ||
Restructuring reserve | ||
Expense recognized related to the plan | 510 | 315 |
Corporate & Other | ||
Restructuring reserve | ||
Expense recognized related to the plan | $ 425 | $ 241 |