This report contains pages (including cover page) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 1995 --------------- Commission File Number 1-8036 ------ THE WEST COMPANY, INCORPORATED ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-1210010 ------------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 101 Gordon Drive, PO Box 645, Lionville, PA 19341-0645 ------------------------------------- ---------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code 610-594-2900 N/A ----------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . ------ ------- October 31, 1995 -- 16,619,839 ----------------------------------------------------------------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Page 2 Index Form 10-Q for the Quarter Ended September 30, 1995 Page Part I - Financial Information Item 1. Financial Statements Consolidated Statements of Income for the Three and Nine Months ended September 30, 1995 and September 30, 1994 3 Condensed Consolidated Balance Sheets as of September 30, 1995 and December 31, 1994 5 Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 1995 and September 30, 1994 6 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17 Index to Exhibits F-1 Page 3
Part I - Financial Information Item 1. Financial Statements The West Company, Incorporated and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) <TABLE> <CAPTION> (Unaudited) (Unaudited) Three Months Ended Nine Months Ended -------------------- ---------------------- Sept. 30, 1995 Sept.30, 1994 Sept.30, 1995 Sept. 30,1994 ------------------ --------------- ------------- ------------ <S> <C> <C> <C><C> <C> <C><C> <C> <C><C> <C> <C> Net sales $ 101,100 100 % $87,400 100 % $ 305,300 100 % $266,000 100% Cost of goods sold 76,400 76 61,700 71 216,200 71 181,100 68 ---------------------------------------------------------------------------------------------------- Gross profit 24,700 24 25,700 29 89,100 29 84,900 32 Selling, general and administrative expenses 16,600 16 15,900 18 51,900 17 48,800 18 Other (income) expense, net - - (200) - (1,300) (1) 1,000 1 ---------------------------------------------------------------------------------------------------- Operating profit 8,100 8 10,000 11 38,500 13 35,100 13 Interest expense, net 2,100 2 1,100 1 5,500 2 2,400 1 ---------------------------------------------------------------------------------------------------- Income before income taxes and minority interests 6,000 6 8,900 10 33,000 11 32,700 12 Provision for income taxes 2,500 3 3,200 4 12,300 4 12,100 4 Minority interests 200 - 300 - 700 - 1,400 1 ---------------------------------------------------------------------------------------------------- Income from consolidated operations 3,300 3 % 5,400 6 % 20,000 7 % 19,200 7% Page 4 Equity in net income of affiliated companies 600 200 800 900 ---------------------------------------------------------------------------------------------------- Net income $ 3,900 $ 5,600 $ 20,800 $ 20,100 ---------------------------------------------------------------------------------------------------- Net income per share $ .24 $ .35 $ 1.26 $ 1.26 ---------------------------------------------------------------------------------------------------- Average shares outstanding 16,586 16,049 16,536 16,000 Certain items have been reclassed to conform with current classifications. See accompanying notes to interim financial statements. </TABLE>
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The West Company, Incorporated and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) <TABLE> <CAPTION> (Unaudited) ASSETS September 30, 1995 Dec. 31, 1994 -------------------- ------------- <S> <C> <C> Current assets: Cash, including equivalents $ 17,300 $ 27,200 Accounts receivable, net 65,800 57,800 Inventories 50,500 38,100 Other current assets 21,500 13,600 -------------------------------------------------------------------------------------- Total current assets 155,100 136,700 -------------------------------------------------------------------------------------- Property, plant and equipment, net 231,600 192,200 Investments in affiliated companies 21,000 21,900 Intangibles and other assets, net 70,000 46,600 -------------------------------------------------------------------------------------- Total Assets $477,700 $ 397,400 -------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 6,700 $ 19,200 Notes payable 7,500 2,700 Accounts payable 19,700 19,300 Other current liabilities 28,300 45,100 -------------------------------------------------------------------------------------- Total current liabilities 62,200 86,300 -------------------------------------------------------------------------------------- Long-term debt, excluding current portion 105,500 35,900 Deferred income taxes 33,600 24,400 Other long-term liabilities 23,600 21,600 Minority interests 2,800 1,900 Shareholders' equity 250,000 227,300 --------------------------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $477,700 $397,400 --------------------------------------------------------------------------------------- See accompanying notes to interim financial statements. Page 6 </TABLE>
The West Company Incorporated and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) <TABLE> <CAPTION> (Unaudited) Nine Months Ended September 30, 1995 September 30, 1994 ---------------------- ------------------- <S> <C> <C> Cash flows from operating activities: Net income, plus net non-cash items $ 43,700 $ 38,800 Changes in assets and liabilities (10,700) (6,100) ------------------------------------------------------------------------------------------------ Net cash provided by operating activities 33,000 32,700 ------------------------------------------------------------------------------------------------ Cash flows from investing activities: Property, plant and equipment acquired (24,900) (18,000) Proceeds from sale of assets 400 900 Payments for acquisitions, net of cash acquired (62,300) (8,200) Customer advances (7,000) - ------------------------------------------------------------------------------------------------ Net cash used in investing activities (93,800) (25,300) ------------------------------------------------------------------------------------------------ Cash flows from financing activities: New long-term debt 69,400 - Repayment of long-term debt (20,400) (1,300) Notes payable, net 4,700 6,300 Dividend payments (5,900) (5,300) Capital contribution by minority owner - 400 Sale of common stock, net 2,400 2,300 ------------------------------------------------------------------------------------------------ Net cash provided by financing activities 50,200 2,400 ------------------------------------------------------------------------------------------------ Effect of exchange rates on cash 700 400 ------------------------------------------------------------------------------------------------ Net (decrease) increase in cash, including equivalents $(9,900) $10,200 ------------------------------------------------------------------------------------------------- See accompanying notes to interim financial statements. Page 7 </TABLE> Page 8
The West Company, Incorporated and Subsidiaries Notes to Consolidated Financial Statements Interim results are based on the Company's accounts without audit. The interim consolidated financial statements for the quarter ended September 30, 1995 should be read in conjunction with the consolidated financial statements and notes thereto of The West Company, Incorporated appearing in the Company's 1994 Annual Report on Form 10-K. 1. Interim Period Accounting Policy --------------------------------- In the opinion of management, the unaudited Condensed Consolidated Balance Sheet as of September 30, 1995 and the related unaudited Consolidated Statements of Income for the three and nine months then ended and the unaudited Condensed Consolidated Statement of Cash Flows for the nine month period then ended and for the comparative periods in 1994 contain all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position as of September 30, 1995 and the results of operations and cash flows for the respective periods. The results of operations for any interim period are not necessarily indicative of results for the full year. Operating Expenses ------------------ To better relate costs to benefits received or activity in an interim period, certain operating expenses have been annualized for interim reporting purposes. Such expenses include depreciation due to use of the half-year convention, certain employee benefit costs, annual quantity discounts, and advertising. Income Taxes ------------- The tax rate used for interim periods is the estimated annual effective consolidated tax rate, based on current estimates of full year results, except that taxes applicable to operating results in Brazil are recorded on a basis discrete to the period, and prior year adjustments, if any, are recorded as identified. 2. Inventories at September 30, 1995 and December 31, 1994 are summarized as follows: Audited (in thousands) 1995 1994 -------- ------- Finished goods $ 21,200 $ 17,000 Work in process 10,300 5,300 Raw materials and supplies 19,000 15,800 -------- -------- Page 9
The West Company, Incorporated and Subsidiaries Notes to Consolidated Financial Statements (Continued) $ 50,500 $ 38,100 -------- -------- -------- -------- 3. The carrying value of property, plant and equipment is determined as follows: Audited (in thousands) 1995 1994 -------- -------- Property, plant and equipment $ 439,400 $ 366,800 Less accumulated depreciation 207,800 174,600 -------- -------- Property, plant and equipment, net $ 231,600 $ 192,200 -------- -------- -------- -------- 4. Common stock issued at September 30, 1995 was 16,844,735 shares, of which 225,261 shares were held in treasury. Dividends of $.12 per common share were paid in the third quarter of 1995 and a dividend of $.13 per share payable to holders of record on October 18, 1995 was declared on August 29, 1995. 5. The Company has accrued the estimated cost of environmental compliance expenses related to soil or ground water contamination at current and former manufacturing facilities. The ultimate cost to be incurred by the Company and the timing of such payments cannot be fully determined. However, based on consultants' estimates of the costs of remediation in accordance with applicable regulatory requirements, the Company believes the accrued liability of $1.1 million at September 30, 1995 is sufficient to cover the future costs of these remedial actions, which will be carried out over the next two to three years. The Company has not anticipated any possible recovery from insurance or other sources. 6. On April 27, 1995 the Company announced that it completed its acquisition of Paco Pharmaceutical Services, Inc. and subsidiaries ("Paco"), a public company traded over-the- counter. The merger followed the completion of a cash tender offer for Paco common stock at $12.25 per share. Paco became a wholly-owned subsidiary of the Company, and has been consolidated beginning on May 1, 1995. The following table presents selected financial information
The West Company, Incorporated and Subsidiaries Notes to Consolidated Financial Statements (Continued) for the nine months ended September 30, 1995 on a pro forma basis assuming the acquisition of 100% of Paco had occurred on January 1, 1995 and $0.5 million of cost savings, (pro- rated over the first four months) related to synergies of the companies had been realized. (In thousands, except per share data.) Net sales $ 325,300 Income before taxes 31,900 Income from consolidated operations 19,200 Net income 20,000 Net income per share $ 1.21 Page 11
Item 2. Management's Discussion and Analysis of Financial Condition and -------------------------------------------------------------- Results of Operations. ---------------------- Results of Operations for the Quarter and Nine Months Ended --------------------------------------------------------- September 30, 1995 Versus the Comparable 1994 Periods ----------------------------------------------------------------- Net Sales --------- Net sales for the third quarter of 1995 were $101.1 million, or 15.9% higher than the same quarter in 1994. Net sales increases primarily reflect the acquisition of Paco Pharmaceutical Services, Inc. ("Paco"), strong demand in international health care markets and favorable exchange rates with European currencies. These increases were offset, in part, by lower sales in U.S. markets in the third quarter. For the nine months, net sales were $305.3 million, or 14.9% higher compared with the same period in 1994. The increase reflects sales related to acquisitions, i.e., Paco acquired in April 1995 and 51% of Schubert Seals A/S acquired in May 1994. Also, sales increases reflect strong demand for the Company's products in international health care markets, strong U.S. demand for the Company's Spout- Pak closure system for gable-carton juice containers, and favorable European exchange rates. These increases were offset, in part, by lower sales to U.S. health care markets and by lower machinery sales. Gross Profit ------------ Gross profit for the quarter was 4.0% lower compared with the third quarter 1994. The gross margin for the quarter was 24.4% compared with 29.5% in 1994. Excluding the consolidation of Paco, the margin would have been 25.9%. Reduced gross margins for the quarter reflect raw material cost increases, unfavorable product mix, costs related to new products, which customers delayed introduction, and costs associated with consolidating global operations. For the first nine months of 1995, the gross margin was 29.2% compared with 32% for the prior year. The reduced gross margin reflects changes in the product mix and higher raw material and wage costs, costs related to delayed new products and costs associated with consolidating global operations. The lower margins at Paco account for about 1% of the margin shortfall compared with 1994. Page 12 Item 2. Management's Discussion and Analysis of Financial Condition and ------------------------------------------------------------- Results of Operations. (Continued) ---------------------------------- Selling, General and Administrative ----------------------------------- Selling, general and administrative (SG&A) expenses increased by $0.7 million for the third quarter 1995 compared with 1994 and by $3.1 million for the nine month period 1995 compared with 1994. However, SG&A expenses were lower as a percentage of sales than in both comparable periods. Increased SG&A expenses reflect expenses of acquired companies and a weak U.S. dollar. These increases were offset in part by cost savings from staff reductions, lower bonus accruals, and lower claim costs. Other (Income) Expense,net -------------------------- Miscellaneous income offset foreign exchange losses for the third quarter 1995. In the third quarter 1994, investment income was higher than foreign exchange losses. For the nine month period 1995, other income, net was $1.3 million compared with other expense, net, of $1.0 million in the comparable 1994 period. Lower foreign exchange losses in Brazil, a gain from the sale of a small unprofitable business line, and higher investment income were the primary reasons for the improvement. Interest Expense, Minority Interest and Equity in Net Income of -------------------------------------------------------------- Affiliated Companies --------------------- Higher average debt levels related to acquired companies, the financing of acquisitions in 1994 and 1995 and a weaker U.S. dollar increased interest expense by $1.0 million for the third quarter and by $3.1 million for the nine month period compared with 1994. Minority interests are lower, reflecting the buyout of the remaining minority owners in the Company's largest subsidiaries in Europe, which occurred in the fourth quarter of 1994. Equity in net income of affiliated companies increased by $0.4 million for the third quarter 1995 compared with the same period in 1994. Daikyo Seiko Ltd., a Japanese company, in which the Company holds a 25% interest reported a strong third quarter in 1995 on higher sales and favorable exchange rates. For the nine months, the devaluation of the Mexican peso continues to have a negative effect on results, and the combined contribution from affiliated companies declined by $0.1 million in 1995 compared with 1994. Page 13 Item 2. Management's Discussion and Analysis of Financial Condition and ------------------------------------------------------------- Results of Operations. (Continued) ---------------------------------- Taxes ----- The tax rate for the third quarter was 40.7%. The higher rate includes a year-to-date adjustment to reflect a retroactive tax surcharge recently enacted by the French government and an adjustment to the deferred tax balances of the French subsidiary to reflect this rate increase. The current estimates of the full year effective tax rate, inclusive of these adjustments, is 37.0%. The estimated effective annual tax rate at September 30, 1994 was also 37.0%. However, the effective annual tax rate at the end of 1994 was 31.8%, reflecting the one-time impact of a net refund of foreign taxes paid by subsidiaries in prior years, triggered by the payment of dividends. No similar significant one-time benefits are expected in 1995. Net Income ---------- Net income for the third quarter 1995 was $3.9 million, or $.24 per share, compared with net income for the third quarter 1994 of $5.6 million, or $.35 per share. Net income for the nine months ended September 30, 1995 was $20.8 million, or $1.26 per share, compared with net income at September 30, 1994 of $20.1 million, or $1.26 per share. Average common shares outstanding were 16.5 million for the 1995 periods compared with 16.0 million in the 1994 periods. Financial Position ------------------ Working capital at September 30, 1995 was $92.9 million compared with $62.3 million at June 30, 1995 and $50.4 million at December 31, 1994. Working capital increased because of the consolidation of Paco in May 1995 and the long-term financing of the final payments for the Company's purchase of the remaining minority interests in five subsidiaries in Europe and other debt. In the third quarter 1995, the Company entered into a revolving credit agreement providing for debt facilities totalling $85 million. There are two committed facilities under the agreement, a 364 day facility, and a five year facility. The Company has drawn down $30 million and $0 million, respectively, under each facility. At September 30, 1995, the Company had available unused credit under each facility of $0 and $55 million, respectively. The Company intends to roll over the outstanding debt to the five year facility in August, 1996. The facility was used to finance payments previously covered with short-term credit lines. Page 15 Item 2. Management's Discussion and Analysis of Financial Condition and ------------------------------------------------------------- Results of Operations. (Continued) ---------------------------------- Based on the intent and the ability to finance long-term $30 million of debt has been classified as long-term at September 30, 1995. Cash on hand and cash flows from operations were adequate to cover capital expenditures, customer advances, and dividend payments. Available cash and net new debt facilities were used to fund payments for acquisitions. Total debt as a percentage of total invested capital was 32.1% at September 30, 1995, compared with 20.1% at December 31, 1994. Page 16
Part II - Other Information Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) See Index to Exhibits on pages F-1 and F-2 of this Report. (b) No reports on Form 8-K have been filed during the quarter ended September 30, 1995. Page 17
SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE WEST COMPANY, INCORPORATED ----------------------------------- (Registrant) November 14, 1995 /s/ R. J. Land -------------------- ----------------------------------- Date (Signature) R. J. Land Senior Vice President, Finance and Administration (Chief Financial Officer) November 14, 1995 /s/ A. M. Papso -------------------- ----------------------------------- Date (Signature) A. M. Papso Vice President and Corporate Controller (Chief Accounting Officer)
INDEX TO EXHIBITS Exhibit Page Number Number ------ -------- (3) (a) Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit (4) to the Company's Registration Statement on Form S-8 (Registration No. 33-37825). (3) (b) Bylaws of the Company, as amended and restated December 13, 1994, incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended 12/31/94 (File No.1-8036). (4) (a) Form of stock certificate for common stock incorporated by reference to Exhibit (3) (b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 (File No. 1-8036). (4) (b) Flip-In Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of January 16, 1990, incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement (File No. 1-8036). (4) (c) Flip-Over Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of January 16, 1990, incorporated by reference to Exhibit 2 to the Company's Form 8-A Registration Statement (File No. 1-8036). The Company's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1- 8036). (10) (a) Schedule of agreements with executive officers. (10) (b) Non-Qualified Stock Option Agreement dated September 8, 1995 between the Company and William G. Little F-1
Exhibit Page Number Number ------- ------ (10) (c) Amendment No. 2 to the Company's Supplemental Employees' Retirement Plan. (11) Not applicable. (15) Not applicable. (18) None. (22) None. (23) Not applicable. (24) None. (27) Financial Data Schedules. (99) None. F-2