-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I3P0fL1Ygjb6i/6CvhmWO2mS+6docXOTZFVw9YoAUrQ3y93GMyQ3MrH9Rh8EpW5w upOLXANyldUllV6MfiiGIA== 0000105770-95-000027.txt : 19951023 0000105770-95-000027.hdr.sgml : 19951023 ACCESSION NUMBER: 0000105770-95-000027 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST CO INC CENTRAL INDEX KEY: 0000105770 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 231210010 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08036 FILM NUMBER: 95582900 BUSINESS ADDRESS: STREET 1: 101 GORDON DR STREET 2: P O BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 BUSINESS PHONE: 6105942900 MAIL ADDRESS: STREET 1: 101 GORDON DRIVE STREET 2: PO BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 10-Q/A 1 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 --------------- 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 . ------ ------- July 31, 1995 --16,573,177 --------------------------------------------------------------------------- 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 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 Part I - Financial Information Item 1. Financial Statements The West Company, Incorporated and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data)
(Unaudited) (Unaudited) Three Months Ended Six Months Ended June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1995 < 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 ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- Net income $ 8,700 $ 7,500 $ 16,900 $ 14,500 ---------------------------------------------------------------------------------------------------- Net income per share $ .52 $ .47 $ 1.02 $ .91 ---------------------------------------------------------------------------------------------------- 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.
Page 4 The West Company, Incorporated and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
(Unaudited) ASSETS June 30, 1995 Dec. 31, 1994 -------------- ------------- 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 --------------------------------------------------------------------------- Total current assets 156,100 136,700 --------------------------------------------------------------------------- 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 -------------------------------------------------------------------------- Total Assets $485,100 $ 397,400 -------------------------------------------------------------------------- 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 -------------------------------------------------------------------------- Total current liabilities 93,800 86,300 -------------------------------------------------------------------------- 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 -------------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $485,100 $397,400 -------------------------------------------------------------------------- See accompanying notes to interim financial statements.
The West Company Incorporated and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
(Unaudited) Six Months Ended June 30, 1995 June 30, 1994 ---------------- ------------------- 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) ----------------------------------------------------------------------------------------- Net cash provided by operating activities 15,800 17,200 ----------------------------------------------------------------------------------------- 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) - ----------------------------------------------------------------------------------------- Net cash used in investing activities (81,700) (14,700) ----------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------ Net cash provided by financing activities 53,100 900 ------------------------------------------------------------------------------------------ Effect of exchange rates on cash 900 200 ------------------------------------------------------------------------------------------ Net (decrease) increase in cash, including equivalents $(11,900) $3,600 ------------------------------------------------------------------------------------------ See accompanying notes to interim financial statements. Page 6
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 --------------------------------- 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 ------------------ 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 June 30, 1995 and December 31, 1994 are summarized as follows: Audited (in thousands) 1995 1994 -------- -------- Finished goods $ 21,400 $ 17,000 Work in process 11,000 5,300 Raw materials and supplies 19,500 15,800 -------- -------- $ 51,900 $ 38,100 -------- -------- -------- -------- Page 7 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 -------- -------- Property, plant and equipment $ 433,000 $ 366,800 Less accumulated depreciation 202,500 174,600 -------- -------- Property, plant and equipment, net $ 230,500 $ 192,200 -------- -------- -------- -------- 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. 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 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) October 20, 1995 /s/ J. E. Dorsey -------------------- ----------------------------------- Date (Signature) J. E. Dorsey Executive Vice President, Chief Operating Officer October 20, 1995 /s/ A. M. Papso -------------------- ----------------------------------- Date (Signature) A. M. Papso Vice President and Corporate Controller (Chief Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----