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ACQUISITIONS
12 Months Ended
Dec. 31, 2014
ACQUISITIONS  
ACQUISITIONS

NOTE 19 ACQUISITIONS

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

        Stelmi contributed net sales of $144.1 million, $143.1 million and $56.8 million and pretax income of $23.9 million, $24.7 million and $1.5 million (including $6.6 million of fair value and other acquisition adjustments) for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The results of the acquired business for the period from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Pharma reporting segment.

        For the year ended December 31, 2012, we recognized $5.9 million in transaction costs related to the acquisition of Stelmi. These costs are reflected in the selling, research & development and administrative section of the Consolidated Statements of Income.

        The following table summarizes the assets acquired and liabilities assumed at estimated fair value.

                                                                                                                                                                                    

 

 

 

 

 

 

July 3, 2012

 

 

 

Assets

 

 

 

 

Cash and equivalents

 

$

68,335 

 

Accounts receivable

 

 

23,540 

 

Inventories

 

 

16,826 

 

Prepaid and other

 

 

3,256 

 

Property, plant and equipment

 

 

42,073 

 

Goodwill

 

 

111,031 

 

Intangible assets

 

 

47,134 

 

Other miscellaneous assets

 

 

6,092 

 

Liabilities

 

 


 

 

Current maturities of long-term obligations

 

 

675 

 

Accounts payable and accrued liabilities

 

 

26,064 

 

Long-term obligations

 

 

885 

 

Deferred income taxes

 

 

22,440 

 

Retirement and deferred compensation plans

 

 

12,049 

 

 

 

Net assets acquired

 

$

256,174 

 

 

 

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

                                                                                                                                                                                    

 

 

 

 

 

 

Weighted-Average
Useful Life
(in years)

 

Estimated
Fair Value
of Asset

 

 

 

Customer relationships

 

15 

 

$

7,438 

 

Technology

 

15 

 

 

37,191 

 

Trademark

 

 

 

2,505 

 

 

 

Total

 

 

 

$

47,134 

 

 

 

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

        The unaudited pro forma results presented below include the effects of the Stelmi acquisition as if it had occurred as of January 1, 2011. The unaudited pro forma results reflect certain adjustments related to the acquisition, such as the amortization associated with estimates for the acquired intangible assets and fair value adjustments for inventory. The 2012 supplemental pro forma earnings were adjusted to exclude $4.2 million (after tax) of transaction costs, including consulting, legal, and advisory fees. The 2012 supplemental pro forma earnings were also adjusted to exclude $2.5 million (after tax) of nonrecurring expense related to the fair value adjustment to acquisition-date inventory.

        The pro forma results do not include any synergies or other expected benefits of the acquisition. Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.

                                                                                                                                                                                    

 

 

 

 

Years Ended December 31,

 

2014 

 

2013 

 

2012 

 

 

 

Net Sales

 

$

2,598 

 

$

2,520 

 

$

2,395 

 

Net Income Attributable to AptarGroup Inc.

 

 

192 

 

 

172 

 

 

174 

 

Net Income per common share — basic

 

 

2.95 

 

 

2.60 

 

 

2.62 

 

Net Income per common share — diluted

 

 

2.85 

 

 

2.52 

 

 

2.54 

 


 


 


 


 


 


 


 


 


 


 


 

 

 

        In December 2013, AptarGroup acquired a 20% non-controlling investment in Bapco Closures Holding Limited (Bapco) for approximately $5.2 million. In addition to this equity stake, the Company secured an exclusive global license related to innovative closures sealing technology that provides package integrity and tamper evidence. This investment is being accounted for under the equity method of accounting from the date of acquisition and, since it does not have a material impact on the results of operations in 2014 or 2013, pro forma information is not presented.