UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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WEST PHARMACEUTICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-1210010
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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|
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530 Herman O. West Drive, Exton, PA
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19341-0645
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
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Page
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FINANCIAL STATEMENTS (UNAUDITED)
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
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CONTROLS AND PROCEDURES
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LEGAL PROCEEDINGS
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RISK FACTORS
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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OTHER INFORMATION
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EXHIBITS
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Three Months Ended
March 31, |
||||||
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2015
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|
2014
|
||||
Net sales
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$
|
335.9
|
|
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$
|
346.8
|
|
Cost of goods and services sold
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226.2
|
|
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240.4
|
|
||
Gross profit
|
109.7
|
|
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106.4
|
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||
Research and development
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7.5
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|
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10.0
|
|
||
Selling, general and administrative expenses
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55.2
|
|
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56.4
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|
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Other (income) expense (Note 11)
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(0.8
|
)
|
|
0.7
|
|
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Operating profit
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47.8
|
|
|
39.3
|
|
||
Interest expense
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4.1
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|
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4.0
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||
Interest income
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0.4
|
|
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0.4
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Income before income taxes
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44.1
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35.7
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Income tax expense
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12.5
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9.8
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Equity in net income of affiliated companies
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1.3
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1.2
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Net income
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$
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32.9
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$
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27.1
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Net income per share:
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Basic
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$
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0.46
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$
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0.38
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Diluted
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$
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0.45
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$
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0.38
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Weighted average shares outstanding:
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Basic
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71.7
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70.6
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Diluted
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73.3
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72.3
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Dividends declared per share
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$
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0.11
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$
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0.10
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Three Months Ended
March 31, |
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2015
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2014
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||||
Net income
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$
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32.9
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$
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27.1
|
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Other comprehensive (loss) income, net of tax:
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|
|
|
|
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Foreign currency translation adjustments
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(56.3
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)
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(1.8
|
)
|
||
Defined benefit pension and other postretirement plan adjustments, net of tax of $0.8 and $0.2 respectively
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1.8
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0.2
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Net gains on derivatives, net of tax of $1.2 and $0.2, respectively
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3.4
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0.2
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Other comprehensive loss, net of tax
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(51.1
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)
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(1.4
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)
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Comprehensive (loss) income
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$
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(18.2
|
)
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$
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25.7
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March 31,
2015 |
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December 31,
2014 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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207.1
|
|
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$
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255.3
|
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Accounts receivable, net
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189.5
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179.0
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||
Inventories
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183.4
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181.5
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Deferred income taxes
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8.7
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|
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7.8
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Other current assets
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36.4
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35.7
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Total current assets
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625.1
|
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659.3
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||
Property, plant and equipment
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1,349.1
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1,390.8
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Less accumulated depreciation and amortization
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673.3
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685.0
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Property, plant and equipment, net
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675.8
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705.8
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Investments in affiliated companies
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59.3
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60.6
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Goodwill
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104.4
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108.6
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||
Deferred income taxes
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64.1
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66.1
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Intangible assets, net
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40.2
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42.0
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Other noncurrent assets
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27.1
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28.5
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Total Assets
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$
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1,596.0
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$
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1,670.9
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LIABILITIES AND EQUITY
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Current liabilities:
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Notes payable and other current debt
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$
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98.8
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$
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27.2
|
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Accounts payable
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88.5
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103.1
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||
Pension and other postretirement benefits
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2.5
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2.6
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||
Accrued salaries, wages and benefits
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38.8
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52.9
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|
||
Income taxes payable
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15.0
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14.9
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||
Other current liabilities
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53.0
|
|
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51.8
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||
Total current liabilities
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296.6
|
|
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252.5
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Long-term debt
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231.9
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|
|
309.5
|
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||
Deferred income taxes
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15.4
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15.7
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||
Pension and other postretirement benefits
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61.4
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83.7
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Other long-term liabilities
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49.6
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52.6
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Total Liabilities
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654.9
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714.0
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Commitments and contingencies (Note 13)
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Equity:
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Preferred stock, 3.0 million shares authorized; 0 shares issued and outstanding
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—
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—
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Common stock, $0.25 par value; 100.0 million shares authorized; issued: 72.0 million and 71.4 million; outstanding: 71.9 million and 71.3 million
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18.0
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17.8
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||
Capital in excess of par value
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170.4
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160.2
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||
Retained earnings
|
927.2
|
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902.2
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Accumulated other comprehensive loss
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(170.3
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)
|
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(119.2
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)
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Treasury stock, at cost (0.1 million and 0.1 million shares)
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(4.2
|
)
|
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(4.1
|
)
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||
Total Equity
|
941.1
|
|
|
956.9
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||
Total Liabilities and Equity
|
$
|
1,596.0
|
|
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$
|
1,670.9
|
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Common Stock
|
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Capital in Excess of Par Value
|
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Treasury Stock
|
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Retained earnings
|
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Accumulated other comprehensive loss
|
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Total
|
|||||||||||||||
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Shares
|
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Amount
|
|
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|
|
|
||||||||||||||||||
Balance, December 31, 2014
|
71.4
|
|
|
$
|
17.8
|
|
|
$
|
160.2
|
|
|
$
|
(4.1
|
)
|
|
$
|
902.2
|
|
|
$
|
(119.2
|
)
|
|
$
|
956.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.9
|
|
|
—
|
|
|
32.9
|
|
||||||
Stock-based compensation
|
—
|
|
|
0.1
|
|
|
3.9
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||||
Shares issued under stock plans
|
0.7
|
|
|
0.1
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
||||||
Shares repurchased for employee tax withholdings
|
(0.1
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
||||||
Excess tax benefit from employee stock plans
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
|
(7.9
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.1
|
)
|
|
(51.1
|
)
|
||||||
Balance, March 31, 2015
|
72.0
|
|
|
$
|
18.0
|
|
|
$
|
170.4
|
|
|
$
|
(4.2
|
)
|
|
$
|
927.2
|
|
|
$
|
(170.3
|
)
|
|
$
|
941.1
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
32.9
|
|
|
$
|
27.1
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation
|
21.0
|
|
|
20.6
|
|
||
Amortization
|
1.0
|
|
|
1.2
|
|
||
Stock-based compensation
|
5.3
|
|
|
4.3
|
|
||
Other non-cash items, net
|
(1.0
|
)
|
|
(1.2
|
)
|
||
Changes in assets and liabilities
|
(61.1
|
)
|
|
(43.2
|
)
|
||
Net cash (used in) provided by operating activities
|
(1.9
|
)
|
|
8.8
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(30.4
|
)
|
|
(31.7
|
)
|
||
Purchases of short-term investments
|
—
|
|
|
(9.2
|
)
|
||
Sales and maturities of short-term investments
|
—
|
|
|
5.0
|
|
||
Other, net
|
(0.2
|
)
|
|
0.3
|
|
||
Net cash used in investing activities
|
(30.6
|
)
|
|
(35.6
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Borrowings under revolving credit agreements
|
6.3
|
|
|
125.3
|
|
||
Repayments under revolving credit agreements
|
(1.0
|
)
|
|
(93.3
|
)
|
||
Repayments of long-term debt
|
(0.6
|
)
|
|
(0.6
|
)
|
||
Dividend payments
|
(7.9
|
)
|
|
(7.1
|
)
|
||
Excess tax benefit from employee stock plans
|
2.9
|
|
|
2.7
|
|
||
Shares repurchased for employee tax withholdings
|
(5.7
|
)
|
|
(4.1
|
)
|
||
Proceeds from exercise of stock options and stock appreciation rights
|
6.6
|
|
|
2.4
|
|
||
Employee stock purchase plan contributions
|
0.7
|
|
|
0.8
|
|
||
Other
|
(0.1
|
)
|
|
0.1
|
|
||
Net cash provided by financing activities
|
1.2
|
|
|
26.2
|
|
||
Effect of exchange rates on cash
|
(16.9
|
)
|
|
0.6
|
|
||
Net decrease in cash and cash equivalents
|
(48.2
|
)
|
|
—
|
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
255.3
|
|
|
230.0
|
|
||
Cash and cash equivalents at end of period
|
$
|
207.1
|
|
|
$
|
230.0
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
32.9
|
|
|
$
|
27.1
|
|
Denominator:
|
|
|
|
||||
Weighted average common shares outstanding
|
71.7
|
|
|
70.6
|
|
||
Dilutive effect of stock options, stock appreciation rights and performance share awards, based on the treasury stock method
|
1.6
|
|
|
1.7
|
|
||
Weighted average shares assuming dilution
|
73.3
|
|
|
72.3
|
|
($ in millions)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Finished goods
|
$
|
80.1
|
|
|
$
|
76.0
|
|
Work in process
|
27.6
|
|
|
25.6
|
|
||
Raw materials
|
75.7
|
|
|
79.9
|
|
||
|
$
|
183.4
|
|
|
$
|
181.5
|
|
($ in millions)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Series B floating rate notes, due July 28, 2015
|
$
|
25.0
|
|
|
$
|
25.0
|
|
Euro note B, due February 27, 2016
|
66.3
|
|
|
74.3
|
|
||
Capital leases, due January 1, 2016
|
0.1
|
|
|
0.2
|
|
||
Revolving credit facility, due April 26, 2017
|
32.3
|
|
|
29.7
|
|
||
Term loan, due January 1, 2018
|
38.7
|
|
|
39.2
|
|
||
Note payable, due January 1, 2020
|
0.3
|
|
|
0.3
|
|
||
Series A notes, due July 5, 2022
|
42.0
|
|
|
42.0
|
|
||
Series B notes, due July 5, 2024
|
53.0
|
|
|
53.0
|
|
||
Series C notes, due July 5, 2027
|
73.0
|
|
|
73.0
|
|
||
|
330.7
|
|
|
336.7
|
|
||
Less: current portion of long-term debt
|
98.8
|
|
|
27.2
|
|
||
|
$
|
231.9
|
|
|
$
|
309.5
|
|
|
Amount of Gain (Loss) Recognized in OCI for
|
|
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for
|
|
Location of (Gain) Loss Reclassified from Accumulated OCI into Income
|
||||||||||||
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
|||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency hedge contracts
|
$
|
1.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
Net sales
|
Foreign currency hedge contracts
|
1.7
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
Cost of goods and services sold
|
||||
Interest rate swap contracts
|
(0.2
|
)
|
|
(0.1
|
)
|
|
0.4
|
|
|
0.4
|
|
|
Interest expense
|
||||
Forward treasury locks
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
Interest expense
|
||||
Total
|
$
|
3.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
|
|
Net Investment Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency-denominated debt
|
$
|
6.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other (income) expense
|
Total
|
$
|
6.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
•
|
Level 1
: Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2
: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
•
|
Level 3
: Unobservable inputs that reflect the reporting entity’s own assumptions.
|
|
Balance at
|
|
Basis of Fair Value Measurements
|
||||||||||||
($ in millions)
|
March 31,
2015 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation assets
|
$
|
6.6
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
||||
|
$
|
11.0
|
|
|
$
|
6.6
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
$
|
5.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.1
|
|
Deferred compensation liabilities
|
9.0
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap contracts
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
||||
|
$
|
17.3
|
|
|
$
|
9.0
|
|
|
$
|
3.2
|
|
|
$
|
5.1
|
|
|
Balance at
|
|
Basis of Fair Value Measurements
|
||||||||||||
($ in millions)
|
December 31,
2014 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation assets
|
$
|
6.6
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
|
$
|
6.8
|
|
|
$
|
6.6
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
Deferred compensation liabilities
|
8.7
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap contracts
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
||||
|
$
|
17.3
|
|
|
$
|
8.7
|
|
|
$
|
3.6
|
|
|
$
|
5.0
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Beginning Balance
|
$
|
5.0
|
|
|
$
|
4.3
|
|
Increase in fair value recorded in earnings
|
0.2
|
|
|
0.4
|
|
||
Payments
|
(0.1
|
)
|
|
—
|
|
||
Ending Balance
|
$
|
5.1
|
|
|
$
|
4.7
|
|
($ in millions)
|
Losses on
cash flow
hedges
|
|
Unrealized gains
on investment
securities
|
|
Defined benefit
pension and other
postretirement plans
|
|
Foreign
currency
translation
|
|
Total
|
||||||||||
Balance, December 31, 2014
|
$
|
(4.3
|
)
|
|
$
|
4.7
|
|
|
$
|
(64.6
|
)
|
|
$
|
(55.0
|
)
|
|
$
|
(119.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
3.3
|
|
|
—
|
|
|
1.2
|
|
|
(56.3
|
)
|
|
(51.8
|
)
|
|||||
Amounts reclassified out
|
0.1
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.7
|
|
|||||
Other comprehensive income (loss), net of tax
|
3.4
|
|
|
—
|
|
|
1.8
|
|
|
(56.3
|
)
|
|
(51.1
|
)
|
|||||
Balance, March 31, 2015
|
$
|
(0.9
|
)
|
|
$
|
4.7
|
|
|
$
|
(62.8
|
)
|
|
$
|
(111.3
|
)
|
|
$
|
(170.3
|
)
|
|
Three Months Ended
March 31, |
|
Location on Statement of Income
|
||||||
Detail of components
|
2015
|
|
2014
|
|
|||||
Gains (losses) on cash flow hedges:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
0.4
|
|
|
$
|
—
|
|
|
Cost of goods and services sold
|
Interest rate swap contracts
|
(0.6
|
)
|
|
(0.7
|
)
|
|
Interest expense
|
||
Forward treasury locks
|
(0.1
|
)
|
|
(0.1
|
)
|
|
Interest expense
|
||
Total before tax
|
(0.3
|
)
|
|
(0.8
|
)
|
|
|
||
Tax expense
|
0.2
|
|
|
0.3
|
|
|
|
||
Net of tax
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
|
Amortization of defined benefit pension and other postretirement plans:
|
|
|
|
|
|
||||
Prior service cost
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
(a)
|
Actuarial losses
|
(1.3
|
)
|
|
(0.8
|
)
|
|
(a)
|
||
Total before tax
|
(1.0
|
)
|
|
(0.5
|
)
|
|
|
||
Tax expense
|
0.4
|
|
|
0.2
|
|
|
|
||
Net of tax
|
$
|
(0.6
|
)
|
|
$
|
(0.3
|
)
|
|
|
Total reclassifications for the period, net of tax
|
$
|
(0.7
|
)
|
|
$
|
(0.8
|
)
|
|
|
|
|
|
Pension benefits
|
|
Other retirement benefits
|
|
Total
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
2.7
|
|
|
$
|
2.5
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
2.8
|
|
|
$
|
2.6
|
|
Interest cost
|
3.9
|
|
|
4.2
|
|
|
0.1
|
|
|
0.1
|
|
|
4.0
|
|
|
4.3
|
|
||||||
Expected return on assets
|
(5.7
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
(4.8
|
)
|
||||||
Amortization of prior service credit
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Recognized actuarial losses (gains)
|
1.6
|
|
|
1.2
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
1.3
|
|
|
0.8
|
|
||||||
Net periodic benefit cost
|
$
|
2.2
|
|
|
$
|
2.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
2.1
|
|
|
$
|
2.6
|
|
|
Pension benefits
|
|
Other retirement benefits
|
|
Total
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
U.S. plans
|
$
|
1.5
|
|
|
$
|
2.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
1.4
|
|
|
$
|
1.9
|
|
International plans
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
||||||
Net periodic benefit cost
|
$
|
2.2
|
|
|
$
|
2.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
2.1
|
|
|
$
|
2.6
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Development income
|
$
|
(0.4
|
)
|
|
$
|
(0.4
|
)
|
Acquisition-related contingencies
|
0.2
|
|
|
0.4
|
|
||
Foreign exchange and other
|
(0.6
|
)
|
|
0.7
|
|
||
|
$
|
(0.8
|
)
|
|
$
|
0.7
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Net sales:
|
|
|
|
||||
Packaging Systems
|
$
|
242.5
|
|
|
$
|
252.9
|
|
Delivery Systems
|
93.5
|
|
|
94.0
|
|
||
Intersegment sales elimination
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Total net sales
|
$
|
335.9
|
|
|
$
|
346.8
|
|
Operating profit (loss):
|
|
|
|
||||
Packaging Systems
|
$
|
60.9
|
|
|
$
|
51.4
|
|
Delivery Systems
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Corporate
|
(12.6
|
)
|
|
(11.9
|
)
|
||
Total operating profit
|
$
|
47.8
|
|
|
$
|
39.3
|
|
Interest expense
|
4.1
|
|
|
4.0
|
|
||
Interest income
|
0.4
|
|
|
0.4
|
|
||
Income before income taxes
|
$
|
44.1
|
|
|
$
|
35.7
|
|
•
|
Reported net sales were $335.9 million, a decrease of 3.1% from the same period in 2014. Excluding foreign currency effects, net sales increased by $22.6 million, or 6.5%.
|
•
|
Gross profit was $109.7 million, an increase of 3.1% from the same period in 2014, and our gross margin increased by 2.0 margin points to 32.7%.
|
•
|
Operating profit was $47.8 million, an increase of 21.6% from the same period in 2014, and our operating profit margin increased by 2.9 margin points to 14.2%.
|
•
|
Net income was $32.9 million, or $0.45 per diluted share, compared to $27.1 million, or $0.38 per diluted share, in the same period in 2014.
|
•
|
Our financial position remains strong, with cash and cash equivalents of $207.1 million and a borrowing capacity under our multi-currency revolving credit facility of $264.7 at March 31, 2015.
|
•
|
The translation of our non-U.S. dollar-denominated sales is expected to adversely affect 2015 sales and net income per share, as compared to 2014.
|
|
Three Months Ended
March 31, |
|
% Change
|
||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Reported
|
|
Ex-currency
|
||||||
Packaging Systems
|
$
|
242.5
|
|
|
$
|
252.9
|
|
|
(4.1
|
)%
|
|
7.7
|
%
|
Delivery Systems
|
93.5
|
|
|
94.0
|
|
|
(0.5
|
)%
|
|
3.3
|
%
|
||
Intersegment sales elimination
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||
Consolidated net sales
|
$
|
335.9
|
|
|
$
|
346.8
|
|
|
(3.1
|
)%
|
|
6.5
|
%
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Packaging Systems:
|
|
|
|
||||
Gross Profit
|
$
|
94.9
|
|
|
$
|
89.4
|
|
Gross Margin
|
39.1
|
%
|
|
35.4
|
%
|
||
Delivery Systems:
|
|
|
|
|
|||
Gross Profit
|
$
|
14.8
|
|
|
$
|
17.0
|
|
Gross Margin
|
15.9
|
%
|
|
18.1
|
%
|
||
Consolidated Gross Profit
|
$
|
109.7
|
|
|
$
|
106.4
|
|
Consolidated Gross Margin
|
32.7
|
%
|
|
30.7
|
%
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Packaging Systems
|
$
|
3.0
|
|
|
$
|
4.3
|
|
Delivery Systems
|
4.5
|
|
|
5.7
|
|
||
Consolidated R&D Costs
|
$
|
7.5
|
|
|
$
|
10.0
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Packaging Systems
|
$
|
31.9
|
|
|
$
|
32.9
|
|
Delivery Systems
|
10.7
|
|
|
11.6
|
|
||
Corporate
|
12.6
|
|
|
11.9
|
|
||
Consolidated SG&A costs
|
$
|
55.2
|
|
|
$
|
56.4
|
|
SG&A as a % of net sales
|
16.4
|
%
|
|
16.2
|
%
|
(Income) expense
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Packaging Systems
|
$
|
(0.9
|
)
|
|
$
|
0.8
|
|
Delivery Systems
|
0.1
|
|
|
(0.1
|
)
|
||
Consolidated other (income) expense
|
$
|
(0.8
|
)
|
|
$
|
0.7
|
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Packaging Systems
|
$
|
60.9
|
|
|
$
|
51.4
|
|
Delivery Systems
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Corporate
|
(12.6
|
)
|
|
(11.9
|
)
|
||
Consolidated operating profit
|
$
|
47.8
|
|
|
$
|
39.3
|
|
Consolidated operating profit margin
|
14.2
|
%
|
|
11.3
|
%
|
|
Three Months Ended
March 31, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Interest expense
|
$
|
4.4
|
|
|
$
|
4.5
|
|
Capitalized interest
|
(0.3
|
)
|
|
(0.5
|
)
|
||
Interest income
|
(0.4
|
)
|
|
(0.4
|
)
|
||
Interest expense, net
|
$
|
3.7
|
|
|
$
|
3.6
|
|
($ in millions)
|
2015
|
|
2014
|
||||
Net cash (used in) provided by operating activities
|
$
|
(1.9
|
)
|
|
$
|
8.8
|
|
Net cash used in investing activities
|
(30.6
|
)
|
|
(35.6
|
)
|
||
Net cash provided by financing activities
|
1.2
|
|
|
26.2
|
|
($ in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Cash and cash equivalents
|
$
|
207.1
|
|
|
$
|
255.3
|
|
Working capital
|
328.5
|
|
|
406.8
|
|
||
Total debt
|
330.7
|
|
|
336.7
|
|
||
Total equity
|
941.1
|
|
|
956.9
|
|
||
Net debt-to-total invested capital
|
11.6
|
%
|
|
7.8
|
%
|
•
|
sales demand and our ability to meet that demand;
|
•
|
competition from other providers in our businesses, including customers’ in-house operations, and from lower-cost producers in emerging markets, which can impact unit volume, price and profitability;
|
•
|
customers’ changing inventory requirements and manufacturing plans that alter existing orders or ordering patterns for the products we supply to them;
|
•
|
the timing, regulatory approval and commercial success of customer products that incorporate our packaging and delivery products and systems;
|
•
|
whether customers agree to incorporate West’s products and delivery systems with their new and existing drug products, the ultimate timing and successful commercialization of those products and systems, which involves substantial evaluations of the functional, operational, clinical and economic viability of the Company’s products, and the rate, timing and success of regulatory approval for the drug products that incorporate the Company’s components and systems;
|
•
|
the timely and adequate availability of filling capacity, which is essential to conducting definitive stability trials and the timing of first commercialization of customers’ products in CZ prefilled syringes;
|
•
|
average profitability, or mix, of products sold in any reporting period, including lower-than-expected sales growth of our high-value pharmaceutical packaging products, of CZ products, and of other proprietary safety and administration devices;
|
•
|
maintaining or improving production efficiencies and overhead absorption;
|
•
|
dependence on third-party suppliers and partners, some of which are single-source suppliers of critical materials and products, including our Japanese partner and affiliate, Daikyo;
|
•
|
the loss of key personnel or highly-skilled employees;
|
•
|
the availability and cost of skilled employees required to meet increased production, managerial, research and other needs, including professional employees and persons employed under collective bargaining agreements;
|
•
|
interruptions or weaknesses in our supply chain, which could cause delivery delays or restrict the availability of raw materials, key purchased components and finished products;
|
•
|
the successful and timely implementation of price increases necessary to offset rising production costs, including raw material prices, particularly petroleum-based raw materials;
|
•
|
the cost and progress of development, regulatory approval and marketing of new products;
|
•
|
our ability to obtain and maintain licenses in any jurisdiction in which we do business;
|
•
|
the relative strength of the U.S. dollar in relation to other currencies, particularly the Euro, the Danish Krone, the Singapore Dollar, and Japanese Yen; and
|
•
|
the potential adverse effects of recently enacted U.S. and global healthcare legislation on customer demand, product pricing and profitability.
|
Period
|
|
Total number of shares purchased
(1)(2)
|
|
Average price paid per share
|
|
Total number of shares purchased as
part of publicly
announced plans or
programs
(3)
|
|
Maximum number
of shares that may
yet be purchased
under the plans or
programs
(3)
|
||||
January 1 – 31, 2015
|
|
300
|
|
|
$
|
52.04
|
|
|
—
|
|
|
(3)
|
February 1 – 28, 2015
|
|
108,126
|
|
|
51.53
|
|
|
—
|
|
|
(3)
|
|
March 1 – 31, 2015
|
|
27,311
|
|
|
51.53
|
|
|
—
|
|
|
(3)
|
|
Total
|
|
135,737
|
|
|
$
|
51.53
|
|
|
—
|
|
|
(3)
|
(1)
|
Includes 25,786 shares purchased on behalf of employees enrolled in the Non-Qualified Deferred Compensation Plan for Designated Employees (Amended and Restated Effective January 1, 2008). Under the plan, Company match contributions are delivered to the plan’s investment administrator, who then purchases shares in the open market and credits the shares to individual plan accounts.
|
(2)
|
Includes 109,951 shares of common stock acquired from employees who tendered already-owned shares to satisfy the withholding tax obligations on the vesting of restricted stock awards, as part of the 2011 Plan.
|
(3)
|
In October 2014, our Board of Directors authorized a share repurchase program of up to $100.0 million of our common stock, which is expected to be completed no later than December 31, 2015. As of March 31, 2015, no shares had been repurchased under this program.
|
Name
|
For
|
Withheld
|
Broker Non-Votes
|
Mark A. Buthman
|
63,705,464
|
108,906
|
2,620,331
|
William F. Feehery
|
63,705,544
|
108,826
|
2,620,331
|
Thomas W. Hofmann
|
63,704,544
|
109,826
|
2,620,331
|
Paula A. Johnson
|
63,707,535
|
106,835
|
2,620,331
|
Myla P. Lai-Goldman
|
63,711,158
|
103,212
|
2,620,331
|
Douglas A. Michels
|
63,705,650
|
108,720
|
2,620,331
|
Donald E. Morel, Jr.
|
63,676,852
|
137,518
|
2,620,331
|
John H. Weiland
|
63,670,212
|
144,158
|
2,620,331
|
Anthony Welters
|
63,554,501
|
259,869
|
2,620,331
|
Patrick J. Zenner
|
63,624,169
|
190,201
|
2,620,331
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
62,915,220
|
846,095
|
53,055
|
2,620,331
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
63,777,515
|
21,555
|
15,300
|
2,620,331
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
66,196,940
|
234,293
|
3,468
|
Not applicable
|
Exhibit Number
|
Description
|
3.1
|
Our Amended and Restated Articles of Incorporation.
|
3.2
|
Our Bylaws, as amended through May 5, 2015.
|
4.1
|
Form of stock certificate for common stock is incorporated by reference from our annual report on Form 10-K dated May 6, 1999.
|
4.2
|
Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation.
|
4.3
|
Article I and V of our Bylaws, as amended through May 5, 2015.
|
4.4
|
Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted.
(1)
|
10.1
|
Employment Agreement, dated as of April 13, 2015, between us and Eric M. Green, is incorporated by reference from our Form 8-K dated April 15, 2015.
|
10.2
|
Indemnification Agreement, dated as of April 24, 2015, between us and Eric M. Green, is incorporated by reference from our Form 8-K dated April 30, 2015.
|
10.3
|
Sign-On Retention Award Notice, dated as of April 24, 2015, from us to Eric M. Green, is incorporated by reference from our Form 8-K dated April 30, 2015.
|
31.1
|
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Exhibit Number
|
Description
|
3.1
|
Our Amended and Restated Articles of Incorporation.
|
3.2
|
Our Bylaws, as amended through May 5, 2015.
|
4.1
|
Form of stock certificate for common stock is incorporated by reference from our annual report on Form 10-K dated May 6, 1999.
|
4.2
|
Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation.
|
4.3
|
Article I and V of our Bylaws, as amended through May 5, 2015.
|
4.4
|
Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted.
(1)
|
10.1
|
Employment Agreement, dated as of April 13, 2015, between us and Eric M. Green, is incorporated by reference from our Form 8-K dated April 15, 2015.
|
10.2
|
Indemnification Agreement, dated as of April 24, 2015, between us and Eric M. Green, is incorporated by reference from our Form 8-K dated April 30, 2015.
|
10.3
|
Sign-On Retention Award Notice, dated as of April 24, 2015, from us to Eric M. Green, is incorporated by reference from our Form 8-K dated April 30, 2015.
|
31.1
|
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|