<PAGE>
This report contains pages
(including cover page)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 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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March 31, 1995 --16,525,750
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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.
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Index
Form 10-Q for the
Quarter Ended March 31, 1995
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the Three Months
ended March 31, 1995 and March 31, 1994 3
Condensed Consolidated Balance Sheets as of March 31, 1995
and December 31, 1994 4
Condensed Consolidated Statements of Cash Flows for the
Three Months ended March 31, 1995 and March 31, 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 10
Item 6. Exhibits and reports on Form 8-K 10
SIGNATURES 11
Index to Exhibits F-1
Page 3
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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> Quarter Ended
March 31, 1995 March 31, 1994
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<S> <C> <C> <C> <C> <C> <C>
Net sales $95,200 100 % $87,100 100 %
Cost of goods sold 63,100 66 58,200 67
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Gross profit 32,100 34 28,900 33
Selling, general and administrative expenses 16,800 18 15,500 18
Other expense, net - - 700 1
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Operating profit 15,300 16 12,700 14
Interest expense 1,400 2 600 1
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Income before income taxes and minority interests 13,900 14 12,100 13
Provision for income taxes 5,100 5 4,700 5
Minority interests 200 - 500 -
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Income from consolidated operations 8,600 9 % 6,900 8 %
Equity in net income (loss) of affiliated companies (400) 100
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Net income $ 8,200 $ 7,000
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Net income per share $ .50 $ .44
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Average shares outstanding 16,491 15,956
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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>
ASSETS March 31, 1995 Dec. 31, 1994
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<S> <C> <C>
Current assets:
Cash, including equivalents $ 28,900 $ 27,200
Accounts receivable 59,000 57,800
Inventories 46,200 38,100
Other current assets 13,500 13,600
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Total current assets 147,600 136,700
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Net property, plant and equipment 200,300 192,200
Investments in affiliated companies 21,900 21,900
Intangibles and other assets 51,800 46,600
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Total Assets $421,600 $ 397,400
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 7,800 $ 19,200
Notes payable 5,000 2,700
Accounts payable 17,000 19,300
Other current liabilities 29,100 45,100
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Total current liabilities 58,900 86,300
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Long-term debt, excluding current portion 72,000 35,900
Deferred income taxes 24,400 24,400
Other long-term liabilities 24,500 21,600
Minority interests 2,300 1,900
Shareholders' equity 239,500 227,300
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Total Liabilities and Shareholders' Equity $421,600 $397,400
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See accompanying notes to interim financial statements.
</TABLE>
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The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Quarter Ended
March 31, 1995 March 31, 1994
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<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 16,000 $ 13,100
Changes in assets and liabilities (9,000) (6,100)
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Net cash provided by operating activities 7,000 7,000
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Cash flows from investing activities:
Property, plant and equipment acquired (6,900) (4,400)
Proceeds from sale of assets 100 100
Payment for acquisition, net of cash acquired (16,500) (2,900)
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Net cash used in investing activities (23,300) (7,200)
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Cash flows from financing activities:
New long-term debt 27,800 -
Repayment of long-term debt (11,200) (900)
Notes payable, net 1,800 3,600
Dividend payments (2,000) (1,800)
Sale of common stock, net 800 900
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Net cash provided by financing activities 17,200 1,800
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Effect of exchange rates on cash 800 100
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Net increase in cash, including equivalents $ 1,700 $ 1,700
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See accompanying notes to interim financial statements.
</TABLE>
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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 March 31, 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 March 31, 1995 and the
related unaudited Consolidated Statement of Income and the
unaudited Condensed Consolidated Statement of Cash Flows for
the three 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 March 31, 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 March 31, 1995 and December 31, 1994 are
summarized as follows:
Audited
(in thousands) 1995 1994
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Finished goods $ 19,900 $ 17,000
Work in process 8,600 5,300
Raw materials and supplies 17,700 15,800
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$ 46,200 $ 38,100
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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 $ 385,100 $ 366,800
Less accumulated depreciation 184,800 174,600
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Net property, plant and equipment$ 200,300 $ 192,200
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4. Common stock issued at March 31, 1995 was 16,844,735 shares,
of which 318,985 shares were held in treasury. Dividends of
$.12 per common share were paid in the first quarter of 1995
and a dividend of $.12 per share payable to holders of
record on April 19, 1995 was declared on March 7, 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 is sufficient
to cover the future costs of required 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. Subsequent event: On April 27, 1995 the Company announced
that it completed its acquisition of PACO Pharmaceutical
Services, Inc., a public company traded over-the-counter.
The merger follows the completion of a cash tender offer for
PACO common stock at $12.25 per share. PACO will become a
wholly-owned subsidiary of the Company, and will be
consolidated beginning in the second quarter of 1995.
The following table presents selected financial information
for the year ended December 31, 1994 on a proforma basis
assuming the acquisition of 100% of PACO Pharmaceuticals
Services, Inc. and subsidiaries had occured on January 1,
1994 and $1.4 million of savings related to synergies of the
companies had been realized.
Net sales $429,900
Income before taxes 43,500
Income from consolidated operations 28,100
Net income 28,600
Net income per share 1.78
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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 R. J. Land
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Date (Signature)
R. J. Land
Sr. Vice President,
Finance and Administration
(Chief Financial Officer)
October 20 1995 A. M. Papso
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Date (Signature)
A. M. Papso
Vice President and Corporate
Controller
(Chief Accounting Officer)
