<PAGE> This report contains pages
(including cover page)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 1995
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Commission File Number 1-8036
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THE WEST COMPANY, INCORPORATED
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1210010
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Gordon Drive, PO Box 645,
Lionville, PA 19341-0645
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 610-594-2900
N/A
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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 .
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July 31, 1995 --16,573,177
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<PAGE> Page 2
Index
Form 10-Q for the
Quarter Ended June 30, 1995
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the Three and Six
Months ended June 30, 1995 and June 30, 1994 3
Condensed Consolidated Balance Sheets as of June 30, 1995
and December 31, 1994 4
Condensed Consolidated Statements of Cash Flows for the Six
Months ended June 30, 1995 and June 30, 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II - Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
Index to Exhibits F-1
Page 3
<PAGE>
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 Six Months Ended
June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1995
<S> <C> <C> <C><C> <C> <C><C> < C> <C><C> <C> <C>
Net sales $109,000 100% $91,500 100% $204,200 100% $178,600 100%
Cost of goods sold 77,100 71 61,500 67 139,800 68 119,400 67
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Gross profit 31,900 29 30,000 33 64,400 32 59,200 33
Selling, general and
administrative expenses 18,100 16 17,100 18 35,300 17 32,900 18
Other (income) expense, net (1,300) (1) 500 1 (1,300) - 1,200 1
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Operating profit 15,100 14 12,400 14 30,400 15 25,100 14
Interest expense, net 2,000 2 700 1 3,400 2 1,300 1
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Income before income taxes
and minority interests 13,100 12 11,700 13 27,000 13 23,800 13
Provision for income taxes 4,700 4 4,200 4 9,800 5 8,900 5
Minority interests 300 - 600 1 500 - 1,100 -
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Income from consolidated operations 8,100 8 % 6,900 8 % 16,700 8 % 13,800 8%
Equity in net income of
affiliated companies 600 600 200 700
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Net income $ 8,700 $ 7,500 $ 16,900 $ 14,500
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Net income per share $ .52 $ .47 $ 1.02 $ .91
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Average shares outstanding 16,531 15,993 16,511 15,975
Certain items have been reclassed to conform with current classifications
See accompanying notes to interim financial statements.
</TABLE>
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Page 4
<PAGE>
The West Company, Incorporated and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
ASSETS June 30, 1995 Dec. 31, 1994
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<S> <C> <C>
Current assets:
Cash, including equivalents $ 15,300 $ 27,200
Accounts receivable, net 66,200 57,800
Inventories 51,900 38,100
Other current assets 22,700 13,600
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Total current assets 156,100 136,700
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Property, plant and equipment, net 230,500 192,200
Investments in affiliated companies 24,900 21,900
Intangibles and other assets, net 73,600 46,600
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Total Assets $485,100 $ 397,400
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 6,200 $ 19,200
Notes payable 36,000 2,700
Accounts payable 19,200 19,300
Other current liabilities 32,400 45,100
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Total current liabilities 93,800 86,300
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Long-term debt, excluding current portion 82,100 35,900
Deferred income taxes 33,900 24,400
Other long-term liabilities 23,500 21,600
Minority interests 2,700 1,900
Shareholders' equity 249,100 227,300
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Total Liabilities and Shareholders' Equity $485,100 $397,400
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See accompanying notes to interim financial statements.
</TABLE>
<PAGE>
The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
Six Months Ended
June 30, 1995 June 30, 1994
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<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 31,600 $ 26,700
Changes in assets and liabilities (15,800) (9,500)
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Net cash provided by operating activities 15,800 17,200
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Cash flows from investing activities:
Property, plant and equipment acquired (14,800) (11,000)
Proceeds from sale of assets 100 800
Payments for acquisitions, net of cash acquired (62,300) (4,500)
Customer advances (4,700) -
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Net cash used in investing activities (81,700) (14,700)
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Cash flows from financing activities:
New long-term debt 38,100 -
Repayment of long-term debt (15,000) (900)
Notes payable, net 33,000 3,800
Dividend payments (3,900) (3,500)
Sale of common stock, net 900 1,500
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Net cash provided by financing activities 53,100 900
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Effect of exchange rates on cash 900 200
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Net (decrease) increase in cash, including equivalents $(11,900) $3,600
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See accompanying notes to interim financial statements.
Page 6
</TABLE>
<PAGE>
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 June 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
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In the opinion of management, the unaudited Condensed
Consolidated Balance Sheet as of June 30, 1995 and the
related unaudited Consolidated Statements of Income for the
three and six months then ended and the unaudited Condensed
Consolidated Statement of Cash Flows for the six 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 June 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
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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
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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 June 30, 1995 and December 31, 1994 are
summarized as follows:
Audited
(in thousands) 1995 1994
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Finished goods $ 21,400 $ 17,000
Work in process 11,000 5,300
Raw materials and supplies 19,500 15,800
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$ 51,900 $ 38,100
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<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
3. The carrying value of property, plant and equipment is
determined as follows:
Audited
(in thousands) 1995 1994
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Property, plant and equipment $ 433,000 $ 366,800
Less accumulated depreciation 202,500 174,600
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Property, plant and equipment, net $ 230,500 $ 192,200
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4. Common stock issued at June 30, 1995 was 16,844,735 shares,
of which 309,242 shares were held in treasury. Dividends of
$.12 per common share were paid in the second quarter of
1995 and a dividend of $.12 per share payable to holders of
record on July 19, 1995 was declared on May 2, 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
$1,200 at June 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
for the six months ended June 30, 1995 on a proforma 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.
<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Net sales $
Income before taxes
Income from consolidated operations
Net income
Net income per share $ .98
Page 9
<PAGE>
SIGNATURES
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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
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(Registrant)
October 20, 1995 /s/ J. E. Dorsey
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Date (Signature)
J. E. Dorsey
Executive Vice President,
Chief Operating Officer
October 20, 1995 /s/ A. M. Papso
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Date (Signature)
A. M. Papso
Vice President and Corporate
Controller
(Chief Accounting Officer)
