filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(in millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net sales | $ | 686.9 | $ | 706.5 | $ | 2,178.2 | $ | 2,100.8 | |||||||||||||||
| Cost of goods and services sold | 418.9 | 418.3 | 1,304.1 | 1,225.6 | |||||||||||||||||||
| Gross profit | 268.0 | 288.2 | 874.1 | 875.2 | |||||||||||||||||||
| Research and development | 13.6 | 13.1 | 42.6 | 39.1 | |||||||||||||||||||
| Selling, general and administrative expenses | 66.3 | 91.9 | 231.2 | 264.8 | |||||||||||||||||||
| Other (income) expense (Note 15) | 1.9 | 1.8 | (4.0) | 3.0 | |||||||||||||||||||
| Operating profit | 186.2 | 181.4 | 604.3 | 568.3 | |||||||||||||||||||
| Interest expense | 2.2 | 1.8 | 6.2 | 5.6 | |||||||||||||||||||
| Interest income | (1.5) | (0.4) | (2.2) | (0.7) | |||||||||||||||||||
| Other nonoperating expense (income) | 49.3 | (1.1) | 49.1 | (3.6) | |||||||||||||||||||
| Income before income taxes | 136.2 | 181.1 | 551.2 | 567.0 | |||||||||||||||||||
| Income tax expense | 20.4 | 12.0 | 85.8 | 73.0 | |||||||||||||||||||
| Equity in net income of affiliated companies | (4.8) | (6.5) | (17.5) | (20.1) | |||||||||||||||||||
| Net income | $ | 120.6 | $ | 175.6 | $ | 482.9 | $ | 514.1 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 1.62 | $ | 2.37 | $ | 6.49 | $ | 6.95 | |||||||||||||||
| Diluted | $ | 1.59 | $ | 2.31 | $ | 6.36 | $ | 6.78 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 74.4 | 74.1 | 74.4 | 74.0 | |||||||||||||||||||
| Diluted | 75.7 | 76.0 | 75.9 | 75.8 | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net income | $ | 120.6 | $ | 175.6 | $ | 482.9 | $ | 514.1 | |||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax of $1.1, $0.1, $3.8 and $1.8, respectively | (76.0) | (24.2) | (162.5) | (46.9) | |||||||||||||||||||
| Defined benefit pension and other postretirement plan adjustments, net of tax of $14.6, $0.2, $15.5, and $0.4, respectively | 13.6 | 0.4 | 16.4 | 1.1 | |||||||||||||||||||
| Net loss on equity affiliate accumulated other comprehensive income, net of tax of $0.0, $0.0, $0.0 and $0.0, respectively | (0.1) | — | (0.2) | — | |||||||||||||||||||
| Net (loss) gain on derivatives, net of tax of $0.0, $(0.4), $(0.8) and $(0.4), respectively | (0.1) | 1.3 | (2.6) | 0.7 | |||||||||||||||||||
| Other comprehensive loss, net of tax | (62.6) | (22.5) | (148.9) | (45.1) | |||||||||||||||||||
| Comprehensive income | $ | 58.0 | $ | 153.1 | $ | 334.0 | $ | 469.0 |
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
| (in millions, except per share data) | September 30, 2022 | December 31, 2021 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 729.0 | $ | 762.6 | |||||||
| Accounts receivable, net | 485.3 | 489.0 | |||||||||
| Inventories | 413.1 | 378.4 | |||||||||
| Other current assets | 106.2 | 112.0 | |||||||||
| Total current assets | 1,733.6 | 1,742.0 | |||||||||
| Property, plant and equipment | 2,232.9 | 2,215.0 | |||||||||
| Less: accumulated depreciation and amortization | 1,163.9 | 1,157.5 | |||||||||
| Property, plant and equipment, net | 1,069.0 | 1,057.5 | |||||||||
| Operating lease right-of-use assets | 86.6 | 69.3 | |||||||||
| Investments in affiliated companies | 188.6 | 207.7 | |||||||||
| Goodwill | 104.0 | 109.9 | |||||||||
| Intangible assets, net | 18.1 | 23.0 | |||||||||
| Deferred income taxes | 63.0 | 48.5 | |||||||||
| Pension and other postretirement benefits | 1.2 | 16.7 | |||||||||
| Other noncurrent assets | 52.7 | 39.2 | |||||||||
| Total Assets | $ | 3,316.8 | $ | 3,313.8 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Notes payable and other current debt | $ | 2.2 | $ | 44.2 | |||||||
| Accounts payable | 188.9 | 232.2 | |||||||||
| Pension and other postretirement benefits | 2.3 | 2.4 | |||||||||
| Accrued salaries, wages and benefits | 66.7 | 116.3 | |||||||||
| Income taxes payable | 29.9 | 26.3 | |||||||||
| Operating lease liabilities | 13.3 | 9.3 | |||||||||
| Other current liabilities | 153.4 | 163.4 | |||||||||
| Total current liabilities | 456.7 | 594.1 | |||||||||
| Long-term debt | 207.2 | 208.8 | |||||||||
| Deferred income taxes | 16.6 | 4.9 | |||||||||
| Pension and other postretirement benefits | 35.2 | 40.5 | |||||||||
| Operating lease liabilities | 77.2 | 63.0 | |||||||||
| Deferred compensation benefits | 19.2 | 28.9 | |||||||||
| Other long-term liabilities | 33.9 | 38.2 | |||||||||
| Total Liabilities | 846.0 | 978.4 | |||||||||
| Commitments and contingencies (Note 17) | |||||||||||
| Equity: | |||||||||||
| Preferred stock, 3.0 million shares authorized; 0 shares issued and outstanding | — | — | |||||||||
| Common stock, par value $0.25 per share; 200.0 million shares authorized; shares issued: 75.3 million and 75.3 million, respectively; shares outstanding: 74.0 million and 74.2 million, respectively | 18.8 | 18.8 | |||||||||
| Capital in excess of par value | 230.6 | 249.0 | |||||||||
| Retained earnings | 2,913.1 | 2,456.7 | |||||||||
| Accumulated other comprehensive loss | (308.5) | (159.6) | |||||||||
| Treasury stock, at cost (1.3 million and 1.1 million shares, respectively) | (383.2) | (229.5) | |||||||||
| Total Equity | 2,470.8 | 2,335.4 | |||||||||
| Total Liabilities and Equity | $ | 3,316.8 | $ | 3,313.8 |
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(in millions)
| Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 482.9 | $ | 514.1 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 86.8 | 84.6 | |||||||||
| Amortization | 2.7 | 3.3 | |||||||||
| Stock-based compensation | 17.0 | 27.5 | |||||||||
| Pension settlement charge | 50.8 | 0.7 | |||||||||
| Contingent consideration payments in excess of acquisition-date liability | (1.4) | (1.0) | |||||||||
| Other non-cash items, net | (16.3) | (17.5) | |||||||||
| Changes in assets and liabilities | (129.3) | (188.5) | |||||||||
| Net cash provided by operating activities | 493.2 | 423.2 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (189.7) | (176.9) | |||||||||
| Other, net | (3.7) | 1.2 | |||||||||
| Net cash used in investing activities | (193.4) | (175.7) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayments of long-term debt | (43.7) | (1.1) | |||||||||
| Debt issuance costs | (1.3) | — | |||||||||
| Dividend payments | (40.0) | (37.8) | |||||||||
| Proceeds from stock-based compensation awards | 17.1 | 23.1 | |||||||||
| Employee stock purchase plan contributions | 6.1 | 5.7 | |||||||||
| Shares purchased under share repurchase programs | (202.9) | (137.1) | |||||||||
| Shares repurchased for employee tax withholdings | (19.4) | (14.7) | |||||||||
| Net cash used in financing activities | (284.1) | (161.9) | |||||||||
| Effect of exchange rates on cash | (49.3) | (13.1) | |||||||||
| Net (decrease) increase in cash and cash equivalents | (33.6) | 72.5 | |||||||||
| Cash, including cash equivalents at beginning of period | 762.6 | 615.5 | |||||||||
| Cash, including cash equivalents at end of period | $ | 729.0 | $ | 688.0 |
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1: Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation: The condensed consolidated financial statements included in this report are unaudited and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and U.S. Securities and Exchange Commission (“SEC”) regulations. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, cash flows and the change in equity for the periods presented. The condensed consolidated financial statements for the three and nine months ended September 30, 2022, should be read in conjunction with the consolidated financial statements and notes thereto of West Pharmaceutical Services, Inc. and its majority-owned subsidiaries (which may be referred to as “West”, the “Company”, “we”, “us” or “our”) appearing in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”). The results of operations for any interim period are not necessarily indicative of results for the full year.
West has been actively monitoring the coronavirus (“COVID-19”) situation and its impact globally. Our production facilities continue to operate as they had prior to the COVID-19 pandemic, other than for enhanced safety measures intended to prevent the spread of the virus. The remote working arrangements and travel restrictions imposed by various governments had limited impact on our ability to maintain operations, as our manufacturing operations have generally been exempted from stay-at-home orders.
Note 2: New Accounting Standards
Recently Adopted Standards
In November 2021, the Financial Accounting Standards Board ("FASB") issued guidance that seeks to improve the transparency of financial disclosures for government assistance received by business entities. The amendment requires disclosures for transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. This guidance is effective for fiscal years beginning after December 15, 2021. We adopted this guidance as of January 1, 2022, on a prospective basis. The adoption did not have a material impact on our financial statements.
In March 2020, the FASB issued guidance which provides optional expedients and exceptions to address the impact of reference rate reform where contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate need to be discontinued. This guidance was effective upon issuance and generally can be applied through December 31, 2022. We adopted this guidance during the quarter and its adoption did not have a material impact on our financial statements.
Note 3: Revenue
Our revenue results from the sale of goods or services and reflects the consideration to which we expect to be entitled in exchange for those goods or services. We record revenue based on a five-step model, in accordance with ASC Topic 606. Following the identification of a contract with a customer, we identify the performance obligations (goods or services) in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize the revenue when (or as) we satisfy the performance obligations by transferring the promised goods or services to our customers. A good or service is transferred when (or as) the customer obtains control of that good or service.
The following table presents the approximate percentage of our net sales by market group:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Biologics | 41 % | 40 % | 42 % | 40 % | |||||||||||||||||||
| Generics | 18 % | 18 % | 18 % | 17 % | |||||||||||||||||||
| Pharma | 24 % | 24 % | 24 % | 24 % | |||||||||||||||||||
| Contract-Manufactured Products | 17 % | 18 % | 16 % | 19 % | |||||||||||||||||||
| 100 % | 100 % | 100 % | 100 % |
The following table presents the approximate percentage of our net sales by product category:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| High-Value Product Components | 54 % | 55 % | 56 % | 54 % | |||||||||||||||||||
| High-Value Product Delivery Devices | 6 % | 5 % | 5 % | 4 % | |||||||||||||||||||
| Standard Packaging | 23 % | 22 % | 23 % | 23 % | |||||||||||||||||||
| Contract-Manufactured Products | 17 % | 18 % | 16 % | 19 % | |||||||||||||||||||
| 100 % | 100 % | 100 % | 100 % |
The following table presents the approximate percentage of our net sales by geographic location:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Americas | 53 % | 45 % | 48 % | 45 % | |||||||||||||||||||
| Europe, Middle East, Africa | 38 % | 45 % | 43 % | 45 % | |||||||||||||||||||
| Asia Pacific | 9 % | 10 % | 9 % | 10 % | |||||||||||||||||||
| 100 % | 100 % | 100 % | 100 % |
Contract Assets and Liabilities
The following table summarizes our contract assets and liabilities, excluding amounts included in accounts receivable, net:
| ($ in millions) | |||||
| Contract assets, December 31, 2021 | $ | 14.6 | |||
| Contract assets, September 30, 2022 | 18.3 | ||||
| Change in contract assets - increase (decrease) | $ | 3.7 | |||
| Deferred income, December 31, 2021 | $ | (61.3) | |||
| Deferred income, September 30, 2022 | (52.0) | ||||
| Change in deferred income - decrease (increase) | $ | 9.3 |
Contract assets are included within other current assets and deferred income is included within other current liabilities and other long-term liabilities. During the nine months ended September 30, 2022, $23.6 million of revenue was recognized that was included in deferred income at the beginning of the year.
The majority of the performance obligations within our contracts are satisfied within one year or less. Performance obligations satisfied beyond one year include those relating to a nonrefundable customer payment of $20.0 million received in June 2013 in return for the exclusive use of the SmartDose® technology platform within a specific therapeutic area. As of September 30, 2022, there was $3.2 million of deferred income related to this payment, of which $0.9 million was included in other current liabilities and $2.3 million was included in other long-term liabilities. The deferred income is being recognized as income on a straight-line basis over the remaining term of the agreement. The agreement does not include a future minimum purchase commitment from the customer.
Note 4: Net Income Per Share
The following table reconciles the shares used in the calculation of basic net income per share to those used for diluted net income per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net income | $ | 120.6 | $ | 175.6 | $ | 482.9 | $ | 514.1 | |||||||||||||||
| Weighted average common shares outstanding | 74.4 | 74.1 | 74.4 | 74.0 | |||||||||||||||||||
| Dilutive effect of equity awards, based on the treasury stock method | 1.3 | 1.9 | 1.5 | 1.8 | |||||||||||||||||||
| Weighted average shares assuming dilution | 75.7 | 76.0 | 75.9 | 75.8 |
During the three months ended September 30, 2022 and 2021, there were 0.2 million and 0.0 million shares, respectively, from stock-based compensation plans not included in the computation of diluted net income per share because their impact was antidilutive. There were 0.1 million and 0.0 million antidilutive shares outstanding during the nine months ended September 30, 2022 and 2021, respectively.
In December 2021, we announced a share repurchase program for calendar-year 2022 authorizing the repurchase of up to 650,000 shares of our common stock from time to time on the open market or in privately-negotiated transactions as permitted under Exchange Act Rule 10b-18. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions. This share repurchase program is expected to be completed by December 31, 2022.
During the three months ended September 30, 2022, we purchased 86,667 shares of our common stock under the program at a cost of $27.2 million, or an average price of $313.22 per share. During the nine months ended September 30, 2022, we purchased 563,334 shares of our common stock under the program at a cost of $202.9 million, or an average price of $360.03 per share.
Note 5: Inventories
Inventories are valued at the lower of cost (on a first-in, first-out basis) or net realizable value. Inventory balances were as follows:
| ($ in millions) | September 30, 2022 | December 31, 2021 | |||||||||
| Raw materials | $ | 179.0 | $ | 153.8 | |||||||
| Work in process | 79.0 | 63.5 | |||||||||
| Finished goods | 155.1 | 161.1 | |||||||||
| $ | 413.1 | $ | 378.4 |
Note 6: Leases
A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: 1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment); and 2) the customer has the right to control the use of the identified asset. Lease payments included in the measurement of the operating lease right-of-use assets and lease liabilities are comprised of fixed payments (including in-substance fixed payments), variable payments that depend on an index or rate, and the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise.
The components of lease expense were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Operating lease cost | $ | 3.7 | $ | 3.3 | $ | 10.4 | $ | 9.5 | |||||||||||||||
| Short-term lease cost | 0.3 | 0.4 | 1.1 | 0.9 | |||||||||||||||||||
| Variable lease cost | 2.3 | 1.1 | 4.7 | 3.3 | |||||||||||||||||||
| Total lease cost | $ | 6.3 | $ | 4.8 | $ | 16.2 | $ | 13.7 |
Supplemental cash flow information related to leases were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||||||||
| Operating cash flows from operating leases | $ | 3.7 | $ | 2.9 | $ | 10.0 | $ | 9.2 | ||||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 14.0 | $ | — | $ | 29.5 | $ | 0.8 |
As of September 30, 2022 and December 31, 2021, the weighted average remaining lease term for operating leases was 8.9 and 10.7 years, respectively.
As of September 30, 2022 and December 31, 2021, the weighted average discount rate was 3.27% and 3.58%, respectively.
Maturities of operating lease liabilities were as follows:
| ($ in millions) | September 30, | December 31, | |||||||||||||||||||||||||||
| Year | 2022 | 2021 | |||||||||||||||||||||||||||
| 2022 (remaining period as of) | $ | 4.2 | $ | 11.5 | |||||||||||||||||||||||||
| 2023 | 15.9 | 10.7 | |||||||||||||||||||||||||||
| 2024 | 14.9 | 10.0 | |||||||||||||||||||||||||||
| 2025 | 12.8 | 8.2 | |||||||||||||||||||||||||||
| 2026 | 11.6 | 7.3 | |||||||||||||||||||||||||||
| Thereafter | 45.0 | 38.7 | |||||||||||||||||||||||||||
| 104.4 | 86.4 | ||||||||||||||||||||||||||||
| Less: imputed lease interest | (13.9) | (14.1) | |||||||||||||||||||||||||||
| Total lease liabilities | $ | 90.5 | $ | 72.3 |
Note 7: Affiliated Companies
At September 30, 2022 and December 31, 2021, the aggregate carrying amount of our investment in affiliated companies that are accounted for under the equity method was $177.2 million and $201.2 million, respectively, and the aggregate carrying amount of our investment in affiliated companies that are not accounted for under the equity method was $11.4 million and $6.5 million, respectively. We record these investments, for which fair value was not readily determinable, at cost, less impairment, adjusted for subsequent observable price changes. We test these investments for impairment whenever circumstances indicate that the carrying value of the investments may not be recoverable.
Our purchases from, and royalty payments made to, affiliates totaled $33.6 million and $131.2 million for the three and nine months ended September 30, 2022, respectively, as compared to $34.0 million and $119.6 million, respectively, for the same periods in 2021. As of September 30, 2022 and December 31, 2021, the payable balance due to affiliates was $20.8 million and $25.5 million, respectively. The majority of these transactions related to a distributorship agreement with Daikyo Seiko, Ltd. ("Daikyo") that allows us to purchase and re-sell Daikyo products.
Sales to affiliates were $2.6 million and $10.2 million, respectively, for the three and nine months ended September 30, 2022, as compared to $2.8 million and $8.8 million, respectively, for the same periods in 2021. As of September 30, 2022 and December 31, 2021, the receivable balance due from affiliates was $1.8 million and $2.3 million, respectively.
Please refer to Note 7, Affiliated Companies, to the consolidated financial statements in our 2021 Annual Report for additional details.
Note 8: Debt
The following table summarizes our long-term debt obligations, net of unamortized debt issuance costs and current maturities. The interest rates shown in parentheses are as of September 30, 2022, with the exception of the Series A notes which is as of December 31, 2021.
| ($ in millions) | September 30, 2022 | December 31, 2021 | |||||||||
| Term Loan, due December 31, 2024 (4.53%) | $ | 83.8 | $ | 85.5 | |||||||
| Series A notes, due July 5, 2022 (3.67%) | — | 42.0 | |||||||||
| Series B notes, due July 5, 2024 (3.82%) | 53.0 | 53.0 | |||||||||
| Series C notes, due July 5, 2027 (4.02%) | 73.0 | 73.0 | |||||||||
| 209.8 | 253.5 | ||||||||||
| Less: unamortized debt issuance costs | 0.4 | 0.5 | |||||||||
| Total debt | 209.4 | 253.0 | |||||||||
| Less: current portion of long-term debt | 2.2 | 44.2 | |||||||||
| Long-term debt, net | $ | 207.2 | $ | 208.8 |
Credit Facility
In March 2022, we amended and extended the existing credit facility (entered into in March 2019), which was scheduled to expire in March 2024, from $300.0 million to a $500.0 million senior unsecured revolving credit facility by entering into a Second Amendment and Joinder and Assumption Agreement (the "Amended Credit Agreement"). The Amended Credit Agreement, which expires March 2027, contains a senior unsecured, multi-currency revolving credit facility of $500.0 million, with sublimits of up to $50.0 million for swing line loans for Domestic Borrowers in U.S. dollars and a $40.0 million swing line loan for West Pharmaceuticals Services Holding GmbH and up to $50.0 million for the issuance of standby letters of credit. The credit facility may be increased from time-to-time by the greater of (a) $929.0 million or (b) EBITDA for the preceding twelve month period in the aggregate through an increase in the revolving credit facility, subject to the satisfaction of certain conditions. Borrowings under the credit facility bear interest, at the Company’s option, at either: (a) the Term Secured Overnight Financing Rate (“SOFR”) plus 0.10% plus an applicable margin; or (b) a base rate defined as the highest of: (i) the Bank of America “prime rate”; (ii) the Federal Funds effective rate plus 0.50%; and (iii) Term SOFR plus 1.00%. The applicable margin is based on the ratio of the Company’s Net Consolidated Debt to its modified EBITDA, ranging from 0 to 37.5 basis points for base rate loans and 87.5 to 137.5 basis points for Term SOFR loans. The Amended Credit Agreement contains financial covenants providing that the Company shall not permit the ratio of the Company’s Net Consolidated Debt to its Modified EBITDA to be greater than 3.5 to 1; provided that, no more than three times during the term of the Amended Credit Agreement, upon the occurrence of a Qualified Acquisition for each of the four fiscal quarters of the Company immediately following such Qualified Acquisition, the ratio set forth above shall be increased to 4.0 to 1. The Amended Credit Agreement also contains customary limitations on liens securing indebtedness of the Company and its subsidiaries, fundamental changes (mergers, consolidations, liquidations and dissolutions), asset sales, distributions and acquisitions.
At September 30, 2022, the borrowing capacity available under our $500.0 million multi-currency revolving credit facility (the “Credit Facility”), including outstanding letters of credit of $2.4 million, was $497.6 million.
Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage ratios and to not exceed established leverage ratios. In addition, the agreements contain other customary covenants, none of which we consider restrictive to our operations. At September 30, 2022, we were in compliance with all of our debt covenants.
Term Loan
At September 30, 2022, we had $83.8 million in borrowings under the Term Loan, of which $2.2 million was classified as current and $81.6 million was classified as long-term. Please refer to Note 9, Derivative Financial Instruments, for a discussion of the foreign currency hedge associated with the Term Loan.
Please refer to Note 10, Debt, to the consolidated financial statements in our 2021 Annual Report for additional details regarding our debt agreements.
Note 9: Derivative Financial Instruments
Our ongoing business operations expose us to various risks, such as fluctuating interest rates, foreign currency exchange rates and increasing commodity prices. To manage these market risks, we periodically enter into derivative financial instruments, such as interest rate swaps, options and foreign exchange contracts for periods consistent with, and for notional amounts equal to or less than, the related underlying exposures. We do not purchase or hold any derivative financial instruments for investment or trading purposes. All derivatives are recorded in our condensed consolidated balance sheet at fair value.
Foreign Exchange Rate Risk
We have entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany loans. As of September 30, 2022, the notional amount of these forward exchange contracts was Singapore Dollar (“SGD”) 601.5 million and $13.4 million.
In addition, we have entered into several foreign currency contracts, designated as cash flow hedges, for periods of up to eighteen months, intended to hedge the currency risk associated with a portion of our forecasted transactions denominated in foreign currencies. As of September 30, 2022, we had outstanding foreign currency contracts to purchase and sell certain pairs of currencies, as follows:
| (in millions) | Sell | |||||||||||||
| Currency | Purchase | USD | Euro | |||||||||||
| USD | 13.5 | — | 11.8 | |||||||||||
| Yen | 5,686.2 | 23.8 | 20.6 | |||||||||||
| SGD | 68.7 | 33.7 | 15.6 |
In December 2019, we entered into a cross-currency swap for $90 million, which we designated as a hedge of our net investment in Daikyo. As of September 30, 2022, the notional amount of the cross-currency swap is ¥9.2 billion ($83.8 million) and the swap termination date is December 31, 2024. Under the cross-currency swap, we receive floating interest rate payments based on USD compounded SOFR plus a margin, in return for paying floating interest rate payments based on Japanese Yen (“Yen”) Tokyo Overnight Average Rate ("TONAR") plus a margin. In addition, we receive periodic fixed principal payments of USD in return for paying fixed principal payments of Yen.
Commodity Price Risk
Many of our proprietary products are made from synthetic elastomers, which are derived from the petroleum refining process. We purchase the majority of our elastomers via long-term supply contracts, some of which contain clauses that provide for surcharges related to fluctuations in crude oil prices. The following economic hedges did not qualify for hedge accounting treatment since they did not meet the highly effective requirement at inception.
From November 2017 through September 2022, we purchased several series of call options for a total of 823,536 barrels of crude oil to mitigate our exposure to such oil-based surcharges and protect operating cash flows with regard to a portion of our forecasted elastomer purchases.
As of September 30, 2022, we had outstanding contracts to purchase 259,559 barrels of crude oil from September 2022 to June 2024, at a weighted-average strike price of $109.84 per barrel.
Effects of Derivative Instruments on Financial Position and Results of Operations
Please refer to Note 10, Fair Value Measurements, for the balance sheet location and fair values of our derivative instruments as of September 30, 2022 and December 31, 2021.
The following table summarizes the effects of derivative instruments designated as fair value hedges on the condensed consolidated statements of income:
| Amount of Gain (Loss) Recognized in Income for the | Amount of Gain (Loss) Recognized in Income for the | ||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | Location on Statement of Income | |||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
| Fair Value Hedges: | |||||||||||||||||||||||||||||
| Hedged item (intercompany loan) | $ | (14.1) | $ | (5.9) | $ | (35.4) | $ | (11.0) | Other (income) expense | ||||||||||||||||||||
| Derivative designated as hedging instrument | 14.1 | 5.9 | 35.4 | 11.0 | Other (income) expense | ||||||||||||||||||||||||
| Amount excluded from effectiveness testing | 2.2 | 0.9 | 4.4 | 2.1 | Other (income) expense | ||||||||||||||||||||||||
| Total | $ | 2.2 | $ | 0.9 | $ | 4.4 | $ | 2.1 |
We recognize in earnings the initial value of forward point components on a straight-line basis over the life of the fair value hedge. The amounts recognized in earnings, pre-tax, for forward point components for the three and nine months ended September 30, 2022 and 2021 were $1.1 million, $2.8 million, and $0.6 million, $1.9 million, respectively.
The following tables summarize the effects of derivative instruments designated as fair value, cash flow, and net investment hedges on other comprehensive income (“OCI”) and earnings, net of tax:
| Amount of Gain (Loss) Recognized in OCI for the | Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for the | Location of (Gain) Loss Reclassified from Accumulated OCI into Income | |||||||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
| Fair Value Hedges | |||||||||||||||||||||||||||||
| Foreign currency hedge contracts | $ | (0.4) | $ | (0.2) | $ | 0.5 | $ | 0.1 | Other (income) expense | ||||||||||||||||||||
| Total | $ | (0.4) | $ | (0.2) | $ | 0.5 | $ | 0.1 | |||||||||||||||||||||
| Cash Flow Hedges: | |||||||||||||||||||||||||||||
| Foreign currency hedge contracts | $ | 0.7 | $ | 0.1 | $ | (0.5) | $ | 0.1 | Net sales | ||||||||||||||||||||
| Foreign currency hedge contracts | (1.5) | 1.4 | 1.0 | (0.3) | Cost of goods and services sold | ||||||||||||||||||||||||
| Forward treasury locks | — | — | 0.1 | 0.1 | Interest expense | ||||||||||||||||||||||||
| Total | $ | (0.8) | $ | 1.5 | $ | 0.6 | $ | (0.1) | |||||||||||||||||||||
| Net Investment Hedges: | |||||||||||||||||||||||||||||
| Cross-currency swap | $ | 4.3 | $ | 0.6 | $ | — | $ | — | Other (income) expense | ||||||||||||||||||||
| Total | $ | 4.3 | $ | 0.6 | $ | — | $ | — |
| Amount of Gain (Loss) Recognized in OCI for the | Amount of (Gain) Loss Reclassified from Accumulated OCI into Income for the | Location of (Gain) Loss Reclassified from Accumulated OCI into Income | |||||||||||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
| Fair Value Hedges | |||||||||||||||||||||||||||||
| Foreign currency hedge contracts | $ | 0.3 | $ | (0.6) | $ | (0.7) | $ | 0.9 | Other (income) expense | ||||||||||||||||||||
| Total | $ | 0.3 | $ | (0.6) | $ | (0.7) | $ | 0.9 | |||||||||||||||||||||
| Cash Flow Hedges: | |||||||||||||||||||||||||||||
| Foreign currency hedge contracts | $ | 1.1 | $ | (0.5) | $ | (1.1) | $ | 0.9 | Net sales | ||||||||||||||||||||
| Foreign currency hedge contracts | (4.9) | (1.4) | 2.5 | 1.2 | Cost of goods and services sold | ||||||||||||||||||||||||
| Forward treasury locks | — | — | 0.2 | 0.2 | Interest expense | ||||||||||||||||||||||||
| Total | $ | (3.8) | $ | (1.9) | $ | 1.6 | $ | 2.3 | |||||||||||||||||||||
| Net Investment Hedges: | |||||||||||||||||||||||||||||
| Cross-currency swap | $ | 13.2 | $ | 6.0 | $ | — | $ | — | Other (income) expense | ||||||||||||||||||||
| Total | $ | 13.2 | $ | 6.0 | $ | — | $ | — |
The following table summarizes the effects of derivative instruments designated as fair value, cash flow, and net investment hedges by line item in our condensed consolidated statements of income:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net sales | $ | (0.5) | $ | 0.1 | $ | (1.1) | $ | 0.9 | |||||||||||||||
| Cost of goods and services sold | 1.0 | (0.3) | 2.5 | 1.2 | |||||||||||||||||||
| Interest expense | 0.1 | 0.1 | 0.2 | 0.2 | |||||||||||||||||||
| Other (income) expense | 0.5 | 0.1 | (0.7) | 0.9 | |||||||||||||||||||
The following table summarizes the effects of derivative instruments not designated as hedges on the condensed consolidated statements of income:
| Amount of (Loss) Gain Recognized in Income for the | Amount of Gain (Loss) Recognized in Income for the | ||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | Location on Statement of Income | |||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
| Commodity call options | $ | (1.5) | $ | 0.5 | $ | 1.6 | $ | 1.6 | Other (income) expense | ||||||||||||||||||||
| Total | $ | (1.5) | $ | 0.5 | $ | 1.6 | $ | 1.6 |
For the three and nine months ended September 30, 2022 and 2021, there was no material ineffectiveness related to our hedges.
Note 10: Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques used to measure fair value into one of three levels:
-
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.
The following tables present the assets and liabilities recorded at fair value on a recurring basis:
| Balance at | Basis of Fair Value Measurements | ||||||||||||||||||||||
| ($ in millions) | September 30, 2022 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Deferred compensation assets | $ | 12.3 | $ | 12.3 | $ | — | $ | — | |||||||||||||||
| Foreign currency contracts | 22.6 | — | 22.6 | — | |||||||||||||||||||
| Cross-currency swap | 20.5 | — | 20.5 | — | |||||||||||||||||||
| Commodity call options | 1.3 | — | 1.3 | — | |||||||||||||||||||
| $ | 56.7 | $ | 12.3 | $ | 44.4 | $ | — | ||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | 4.9 | $ | — | $ | — | $ | 4.9 | |||||||||||||||
| Deferred compensation liabilities | 12.6 | 12.6 | — | — | |||||||||||||||||||
| Foreign currency contracts | 8.8 | — | 8.8 | — | |||||||||||||||||||
| $ | 26.3 | $ | 12.6 | $ | 8.8 | $ | 4.9 |
| Balance at | Basis of Fair Value Measurements | ||||||||||||||||||||||
| ($ in millions) | December 31, 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Deferred compensation assets | $ | 15.5 | $ | 15.5 | $ | — | $ | — | |||||||||||||||
| Foreign currency contracts | 14.8 | — | 14.8 | — | |||||||||||||||||||
| Cross-currency swap | 4.4 | — | 4.4 | — | |||||||||||||||||||
| Commodity call options | 1.7 | 1.7 | |||||||||||||||||||||
| $ | 36.4 | $ | 15.5 | $ | 20.9 | $ | — | ||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | 3.7 | $ | — | $ | — | $ | 3.7 | |||||||||||||||
| Deferred compensation liabilities | 16.1 | 16.1 | — | — | |||||||||||||||||||
| Foreign currency contracts | 3.4 | — | 3.4 | — | |||||||||||||||||||
| $ | 23.2 | $ | 16.1 | $ | 3.4 | $ | 3.7 |
Deferred compensation assets are included within other noncurrent assets and are valued using a market approach based on quoted market prices in an active market. The fair value of our foreign currency contracts, included within other current and other noncurrent assets, as well as other current and other long-term liabilities, is valued using an income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. The fair value of the cross-currency swap, included within other noncurrent assets, is valued using a market approach. Please refer to Note 9, Derivative Financial Instruments, for further discussion of our derivatives. The fair value of our commodity call options, included within other current and other noncurrent assets, is valued using a market approach. The fair value of the contingent consideration liability, within current and long-term liabilities, related to the SmartDose® technology platform (the “SmartDose® contingent consideration”) was initially determined using a probability-weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate. Changes in the fair value of this obligation are recorded as income or expense within other (income) expense in our condensed consolidated statements of income. The fair value of deferred compensation liabilities is based on quoted prices of the underlying employees’ investment selections and is included within other long-term liabilities.
Other Financial Instruments
We believe that the carrying amounts of our cash and cash equivalents and accounts receivable approximate their fair values due to their near-term maturities.
The estimated fair value of long-term debt is based on quoted market prices for debt issuances with similar terms and maturities and is classified as Level 2 within the fair value hierarchy. At September 30, 2022, the estimated fair value of long-term debt was $202.2 million compared to a carrying amount of $207.2 million. At December 31, 2021, the estimated fair value of long-term debt was $217.9 million and the carrying amount was $208.8 million.
Note 11: Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive income ("AOCI") (loss), net of tax, for the nine months ended September 30, 2022:
| ($ in millions) | (Losses) gains on derivatives | Change in equity affiliate investment AOCI | Defined benefit pension and other postretirement plans | Foreign currency translation | Total | ||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | (1.2) | $ | 1.5 | $ | (31.8) | $ | (128.1) | $ | (159.6) | |||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | (3.5) | (0.2) | 2.9 | (162.5) | (163.3) | ||||||||||||||||||||||||
| Amounts reclassified out from accumulated other comprehensive (loss) income | 0.9 | — | 13.5 | — | 14.4 | ||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | (2.6) | (0.2) | 16.4 | (162.5) | (148.9) | ||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | (3.8) | $ | 1.3 | $ | (15.4) | $ | (290.6) | $ | (308.5) |
The following table presents the changes in the components of accumulated other comprehensive income ("AOCI") (loss), net of tax, for the nine months ended September 30, 2021:
| ($ in millions) | (Losses) gains on derivatives | Change in equity affiliate investment AOCI | Defined benefit pension and other postretirement plans | Foreign currency translation | Total | ||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | (1.9) | $ | 0.6 | $ | (40.5) | $ | (68.8) | $ | (110.6) | |||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | (2.5) | — | 0.6 | (46.9) | (48.8) | ||||||||||||||||||||||||
| Amounts reclassified out from accumulated other comprehensive (loss) income | 3.2 | — | 0.5 | — | 3.7 | ||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | 0.7 | — | 1.1 | (46.9) | (45.1) | ||||||||||||||||||||||||
| Balance, September 30, 2021 | $ | (1.2) | $ | 0.6 | $ | (39.4) | $ | (115.7) | $ | (155.7) |
A summary of the reclassifications out of accumulated other comprehensive loss is presented in the following table:
| ($ in millions) | Three Months Ended September 30, | Nine Months Ended September 30, | Location on Statement of Income | |||||||||||||||||||||||||||||
| Detail of components | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||
| Gains (losses) on derivatives: | ||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | 0.5 | $ | (0.1) | $ | 1.2 | $ | (1.1) | Net sales | |||||||||||||||||||||||
| Foreign currency contracts | (1.2) | 0.4 | (2.9) | (1.9) | Cost of goods and services sold | |||||||||||||||||||||||||||
| Foreign currency contracts | (0.7) | (0.9) | 1.1 | (2.1) | Other (income) expense | |||||||||||||||||||||||||||
| Forward treasury locks | (0.1) | (0.1) | (0.3) | (0.3) | Interest expense | |||||||||||||||||||||||||||
| Total before tax | (1.5) | (0.7) | (0.9) | (5.4) | ||||||||||||||||||||||||||||
| Tax benefit (expense) | 0.4 | 0.7 | — | 2.2 | ||||||||||||||||||||||||||||
| Net of tax | $ | (1.1) | $ | — | $ | (0.9) | $ | (3.2) | ||||||||||||||||||||||||
| Amortization of defined benefit pension and other postretirement plans: | ||||||||||||||||||||||||||||||||
| Prior service credit | $ | — | $ | 0.1 | $ | — | $ | 0.2 | (a) | |||||||||||||||||||||||
| Actuarial gains (losses) | 1.1 | 0.1 | 1.1 | (0.1) | (a) | |||||||||||||||||||||||||||
| Settlements | (27.6) | — | (28.8) | (0.7) | (a) | |||||||||||||||||||||||||||
| Other | — | — | (0.4) | — | ||||||||||||||||||||||||||||
| Total before tax | (26.5) | 0.2 | (28.1) | (0.6) | ||||||||||||||||||||||||||||
| Tax benefit (expense) | 14.2 | (0.1) | 14.6 | 0.1 | ||||||||||||||||||||||||||||
| Net of tax | $ | (12.3) | $ | 0.1 | $ | (13.5) | $ | (0.5) | ||||||||||||||||||||||||
| Total reclassifications for the period, net of tax | $ | (13.4) | $ | 0.1 | $ | (14.4) | $ | (3.7) |
(a) These components are included in the computation of net periodic benefit cost. Please refer to Note 14, Benefit Plans, for additional details.
Note 12: Shareholders’ Equity
The following table presents the changes in shareholders’ equity for the nine months ended September 30, 2022:
| Common Shares Issued | Common Stock | Capital in Excess of Par Value | Number of Treasury Shares | Treasury Stock | Retained earnings | Accumulated other comprehensive loss | Total | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 75.3 | $ | 18.8 | $ | 249.0 | 1.1 | $ | (229.5) | $ | 2,456.7 | $ | (159.6) | $ | 2,335.4 | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 173.8 | — | 173.8 | |||||||||||||||||||||||||||||||||||||||
| Activity related to stock-based compensation | — | — | (29.1) | (0.3) | 29.2 | — | — | 0.1 | |||||||||||||||||||||||||||||||||||||||
| Shares purchased under share repurchase program | — | — | — | 0.4 | (147.1) | — | — | (147.1) | |||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.18 per share) | — | — | — | — | — | (13.2) | — | (13.2) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (22.8) | (22.8) | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 75.3 | $ | 18.8 | $ | 219.9 | 1.2 | $ | (347.4) | $ | 2,617.3 | $ | (182.4) | $ | 2,326.2 | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 188.5 | — | 188.5 | |||||||||||||||||||||||||||||||||||||||
| Activity related to stock-based compensation | — | — | 5.4 | — | 9.7 | — | — | 15.1 | |||||||||||||||||||||||||||||||||||||||
| Shares purchased under share repurchase program | — | — | — | 0.1 | (28.6) | — | — | (28.6) | |||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.18 per share) | — | — | — | — | — | (13.3) | — | (13.3) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | (63.5) | (63.5) | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 75.3 | $ | 18.8 | $ | 225.3 | 1.3 | $ | (366.3) | $ | 2,792.5 | $ | (245.9) | $ | 2,424.4 | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 120.6 | — | 120.6 | |||||||||||||||||||||||||||||||||||||||
| Activity related to stock-based compensation | — | — | 5.3 | (0.1) | 10.3 | — | — | 15.6 | |||||||||||||||||||||||||||||||||||||||
| Shares purchased under share repurchase program | — | — | — | 0.1 | (27.2) | — | — | (27.2) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (62.6) | (62.6) | |||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | 75.3 | $ | 18.8 | $ | 230.6 | 1.3 | $ | (383.2) | $ | 2,913.1 | $ | (308.5) | $ | 2,470.8 |
The following table presents the changes in shareholders’ equity for the nine months ended September 30, 2021:
| Common Shares Issued | Common Stock | Capital in Excess of Par Value | Number of Treasury Shares | Treasury Stock | Retained earnings | Accumulated other comprehensive loss | Total | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 75.3 | $ | 18.8 | $ | 267.3 | 1.3 | $ | (167.7) | $ | 1,846.7 | $ | (110.6) | $ | 1,854.5 | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 151.2 | — | 151.2 | |||||||||||||||||||||||||||||||||||||||
| Activity related to stock-based compensation | — | — | (20.6) | (0.3) | 23.1 | — | — | 2.5 | |||||||||||||||||||||||||||||||||||||||
| Shares purchased under share repurchase program | — | — | — | 0.5 | (137.1) | — | — | (137.1) | |||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.17 per share) | — | — | — | — | — | (12.5) | — | (12.5) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (29.6) | (29.6) | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | 75.3 | $ | 18.8 | $ | 246.7 | 1.5 | $ | (281.7) | $ | 1,985.4 | $ | (140.2) | $ | 1,829.0 | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 187.3 | — | 187.3 | |||||||||||||||||||||||||||||||||||||||
| Activity related to stock-based compensation | — | — | 1.3 | (0.2) | 20.5 | — | — | 21.8 | |||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.17 per share) | — | — | — | — | — | (12.5) | — | (12.5) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | 7.0 | 7.0 | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | 75.3 | $ | 18.8 | $ | 248.0 | 1.3 | $ | (261.2) | $ | 2,160.2 | $ | (133.2) | $ | 2,032.6 | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 175.6 | — | 175.6 | |||||||||||||||||||||||||||||||||||||||
| Activity related to stock-based compensation | — | — | 3.2 | (0.1) | 13.4 | — | — | 16.6 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (22.5) | (22.5) | |||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | 75.3 | $ | 18.8 | $ | 251.2 | 1.2 | $ | (247.8) | $ | 2,335.8 | $ | (155.7) | $ | 2,202.3 |
Note 13: Stock-Based Compensation
The West Pharmaceutical Services, Inc. 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”) provides for the granting of stock options, stock appreciation rights, restricted stock awards and performance awards to employees and non-employee directors. A committee of the Board of Directors determines the terms and conditions of awards to be granted. Vesting requirements vary by award. At September 30, 2022, there were 1,692,482 shares remaining in the 2016 Plan for future grants.
During the nine months ended September 30, 2022, we granted 116,820 stock options at a weighted average exercise price of $366.15 per share based on the grant-date fair value of our stock to employees under the 2016 Plan. The weighted average grant date fair value of options granted was $96.63 per share as determined by the Black-Scholes option valuation model using the following weighted average assumptions: a risk-free interest rate of 1.8%; expected life of 5.6 years based on prior experience; stock volatility of 25.1% based on historical data; and a dividend yield of 0.2%. Stock option expense is recognized over the vesting period, net of forfeitures.
During the nine months ended September 30, 2022, we granted 31,597 stock-settled performance share unit (“PSU”) awards at a weighted average grant-date fair value of $364.54 per share to eligible employees. These awards are earned based on the Company’s performance against pre-established targets, including annual growth rate of revenue and return on invested capital, over a specified performance period. Depending on the achievement of the targets, recipients of stock-settled PSU awards are entitled to receive a certain number of shares of common stock. Shares earned under PSU awards may vary from 0% to 200% of an employee’s targeted award. The fair value of stock-settled PSU awards is based on the market price of our stock at the grant date and is recognized as expense over the performance period, adjusted for estimated target outcomes and net of forfeitures.
During the nine months ended September 30, 2022, we granted 4,987 stock-settled restricted share unit (“RSU”) awards at a weighted average grant-date fair value of $354.65 per share to eligible employees. These awards are earned over a specified performance period. The fair value of stock-settled RSU awards is based on the market price of our stock at the grant date and is recognized as expense over the vesting period, net of forfeitures.
Stock-based compensation expense was $6.0 million and $17.0 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, stock-based compensation expense was $11.4 million and $27.5 million, respectively.
Note 14: Benefit Plans
The components of net periodic benefit cost for the three months ended September 30 were as follows:
| Pension benefits | Other retirement benefits | Total | |||||||||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| Service cost | $ | 0.3 | $ | 0.1 | $ | — | $ | — | $ | 0.3 | $ | 0.1 | |||||||||||||||||||||||
| Interest cost | 0.5 | 1.6 | 0.1 | — | 0.6 | 1.6 | |||||||||||||||||||||||||||||
| Expected return on assets | (0.8) | (2.9) | — | — | (0.8) | (2.9) | |||||||||||||||||||||||||||||
| Amortization of prior service credit | — | — | — | (0.1) | — | (0.1) | |||||||||||||||||||||||||||||
| Recognized actuarial losses (gains) | 0.3 | 0.5 | (0.4) | (0.3) | (0.1) | 0.2 | |||||||||||||||||||||||||||||
| Settlements | 49.6 | — | — | — | 49.6 | — | |||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | 49.9 | $ | (0.7) | $ | (0.3) | $ | (0.4) | $ | 49.6 | $ | (1.1) |
| Pension benefits | Other retirement benefits | Total | |||||||||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| U.S. plans | $ | 49.6 | $ | (0.9) | $ | (0.3) | $ | (0.4) | $ | 49.3 | $ | (1.3) | |||||||||||||||||||||||
| International plans | 0.3 | 0.2 | — | — | 0.3 | 0.2 | |||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | 49.9 | $ | (0.7) | $ | (0.3) | $ | (0.4) | $ | 49.6 | $ | (1.1) |
The components of net periodic benefit cost for the nine months ended September 30 were as follows:
| Pension benefits | Other retirement benefits | Total | |||||||||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| Service cost | $ | 1.0 | $ | 0.9 | $ | — | $ | — | $ | 1.0 | $ | 0.9 | |||||||||||||||||||||||
| Interest cost | 3.7 | 4.5 | 0.1 | 0.1 | 3.8 | 4.6 | |||||||||||||||||||||||||||||
| Expected return on assets | (5.4) | (9.0) | — | — | (5.4) | (9.0) | |||||||||||||||||||||||||||||
| Amortization of prior service credit | — | 0.1 | — | (0.3) | — | (0.2) | |||||||||||||||||||||||||||||
| Recognized actuarial losses (gains) | 1.0 | 1.5 | (1.1) | (1.2) | (0.1) | 0.3 | |||||||||||||||||||||||||||||
| Settlements | 50.8 | 0.7 | — | — | 50.8 | 0.7 | |||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | 51.1 | $ | (1.3) | $ | (1.0) | $ | (1.4) | $ | 50.1 | $ | (2.7) |
| Pension benefits | Other retirement benefits | Total | |||||||||||||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| U.S. plans | $ | 50.3 | $ | (2.4) | $ | (1.0) | $ | (1.4) | $ | 49.3 | $ | (3.8) | |||||||||||||||||||||||
| International plans | 0.8 | 1.1 | — | — | 0.8 | 1.1 | |||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | 51.1 | $ | (1.3) | $ | (1.0) | $ | (1.4) | $ | 50.1 | $ | (2.7) |
During 2021, the Company approved the termination of our U.S. qualified defined benefit pension plan (the "U.S. pension plan"). Prior to the third quarter of 2022, a Notice of Intent to Terminate was sent to all interested parties and a favorable determination letter was received from the Internal Revenue Service. During the three months ended September 30, 2022, lump sum payments were offered to all current employees and former employees with vested benefits under the U.S. pension plan. A cash contribution of $6.5 million was then made by the Company to ensure the U.S. pension plan was fully funded in preparation for the group annuity contract purchase which was executed in August of 2022 to settle the outstanding benefit obligations. During the three and nine months ended September 30, 2022, we recorded $49.6 million and $50.8 million in pension settlement charges, respectively, within other nonoperating expense (income), which for the nine months ended September 30, 2022 relieved the historical balance sheet position, inclusive of accumulated other comprehensive income, of the U.S. pension plan. During the nine months ended September 30, 2021, we recorded a $0.7 million pension settlement charge within other nonoperating expense (income), as we determined that normal-course lump-sum payments for the U.S. pension plan exceeded the threshold for settlement accounting under U.S. GAAP for the year.
Note 15: Other (Income) Expense
Other (income) expense consists of:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Restructuring and related charges | $ | — | $ | 0.4 | $ | (1.6) | $ | 2.5 | |||||||||||||||
| Fixed asset impairments and loss on sale of equipment | 1.4 | 0.2 | 1.5 | 0.6 | |||||||||||||||||||
| Contingent consideration | 1.5 | 0.1 | 2.6 | 0.9 | |||||||||||||||||||
| Foreign exchange transaction (gains) losses | (2.2) | 0.4 | (4.6) | (2.5) | |||||||||||||||||||
| Other items | 1.2 | 0.7 | (1.9) | 1.5 | |||||||||||||||||||
| Total other (income) expense | $ | 1.9 | $ | 1.8 | $ | (4.0) | $ | 3.0 |
Restructuring and Related Charges
In July 2020, our Board of Directors approved a restructuring plan designed to optimize certain organizational structures within the Company to better support our continued growth and business priorities. These changes are expected to be implemented over a period of up to twenty-four months from the date of approval. The plan is expected to require restructuring and related charges of approximately $5 million to $6 million, with annualized savings in the range of $0.9 million to $1.6 million. Since its approval, we recorded a net pre-tax amount equal to $5.2 million in restructuring and related charges associated with this plan.
The following table presents activity related to our restructuring obligations related to our 2020 restructuring plan:
| ($ in millions) | Severance and benefits | Other charges | Total | ||||||||||||||||||||
| Balance, December 31, 2021 | $ | 2.8 | $ | 0.5 | $ | 3.3 | |||||||||||||||||
| (Credits) Charges | (1.4) | (0.2) | (1.6) | ||||||||||||||||||||
| Cash payments | (0.6) | (0.2) | (0.8) | ||||||||||||||||||||
| Balance, September 30, 2022 | $ | 0.8 | $ | 0.1 | $ | 0.9 |
Contingent Consideration
Contingent consideration represents changes in the fair value of the SmartDose® contingent consideration. Please refer to Note 10, Fair Value Measurements, for additional details.
Other Items
During the three and nine months ended September 30, 2022, we recorded a loss of $1.5 million and a gain of $1.6 million, respectively, related to oil hedges. During the three and nine months ended September 30, 2021, we recorded a gain of $0.5 million and $1.6 million, respectively, related to oil hedges. Please refer to Note 9, Derivative Financial Instruments, for further discussion of our hedging activity.
During the three months ended September 30, 2021, we recorded a net loss of $0.9 million on the sale of one of the Company's cost investments. During the nine months ended September 30, 2021, we recorded a net loss in our cost investment activity of $1.8 million, inclusive of an impairment charge of $2.2 million for one of the Company's cost investments.
Note 16: Income Taxes
The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings before taxes, adjusted for the impact of discrete quarterly items.
The provision for income taxes was $20.4 million and $12.0 million for the three months ended September 30, 2022 and 2021, respectively, and the effective tax rate was 15.0% and 6.6%, respectively. The provision for income taxes was $85.8 million and $73.0 million for the nine months ended September 30, 2022 and 2021, respectively, and the effective tax rate was 15.6% and 12.9%, respectively.
The increase in effective tax rate for the three months ended September 30, 2022 and 2021 is the result of the Company's prepayment of future royalties from one of its subsidiaries in 2021, which resulted in a $20.4 million tax benefit that was not repeated in 2022, as well as a larger tax benefit related to stock-based compensation in 2021 when compared to 2022, offset by the tax benefit of $20.0 million recorded related to the termination of the U.S. pension plan recorded in 2022, as mentioned in Note 14, Benefit Plans**,. The company did not elect to reclassify to retained earnings the stranded tax effects on items within AOCI related to the Tax Cuts and Jobs Act of 2017, and therefore included within the $20.0 million benefit is a deferred tax benefit of $8.0 million. This is due to the reversal of stranded tax effects in AOCI for the historic accrual of deferred tax on pension AOCI at historic federal and state income tax rates while the related deferred tax asset was adjusted to the latest enacted income tax rates through net income.
The increase in effective tax rate for the nine months ended September 30, 2022 and 2021 is the result of the Company's prepayment of future royalties from one of its subsidiaries in 2021, which resulted in a $20.4 million tax benefit that was not repeated in 2022, as well as a larger tax benefit related to stock-based compensation in 2021 when compared to 2022, offset by the tax benefit of $20.3 million recorded related to the termination of the U.S. pension plan recorded in 2022, as mentioned in Note 14, Benefit Plans**,. The company did not elect to reclassify to retained earnings the stranded tax effects on items within AOCI related to the Tax Cuts and Jobs Act of 2017, and therefore included within the $20.3 million benefit is a deferred tax benefit of $8.0 million. This is due to the reversal of stranded tax effects in AOCI for the historic accrual of deferred tax on pension AOCI at historic federal and state income tax rates while the related deferred tax asset was adjusted to the latest enacted income tax rates through net income.
Note 17: Commitments and Contingencies
From time to time, we are involved in product liability matters and other legal proceedings and claims generally incidental to our normal business activities. We accrue for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. While the outcome of current proceedings cannot be accurately predicted, we believe their ultimate resolution should not have a material adverse effect on our business, financial condition, results of operations or liquidity.
There have been no significant changes to the commitments and contingencies included in our 2021 Annual Report.
Note 18: Segment Information
Our business operations are organized into two reportable segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment and drug delivery products, along with analytical lab services and other integrated services and solutions, primarily to biologic, generic and pharmaceutical drug customers. Our Contract-Manufactured Products reportable segment serves as a fully integrated business, focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers.
The Chief Operating Decision Maker ("CODM") evaluates the performance of our segments based upon, among other things, segment net sales and operating profit. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that the CODM considers not representative of ongoing operations. Such items are referred to as other unallocated items and generally include restructuring and related charges, certain asset impairments and other specifically-identified income or expense items. The segment operating profit metric is what the CODM uses in evaluating our results of operations and the financial measure that provides a valuable insight into our overall performance and financial position.
The following table presents information about our reportable segments, reconciled to consolidated totals:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Proprietary Products | $ | 567.0 | $ | 577.0 | $ | 1,822.0 | $ | 1,708.0 | |||||||||||||||
| Contract-Manufactured Products | 120.0 | 129.7 | 356.5 | 393.2 | |||||||||||||||||||
| Intersegment sales elimination | (0.1) | (0.2) | (0.3) | (0.4) | |||||||||||||||||||
| Consolidated net sales | $ | 686.9 | $ | 706.5 | $ | 2,178.2 | $ | 2,100.8 |
The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the elimination of components sold between our segments.
The following table provides summarized financial information for our segments:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Operating profit (loss): | |||||||||||||||||||||||
| Proprietary Products | $ | 188.6 | $ | 195.5 | $ | 615.9 | $ | 594.3 | |||||||||||||||
| Contract-Manufactured Products | 14.7 | 16.8 | 48.0 | 51.9 | |||||||||||||||||||
| Total business segment operating profit | $ | 203.3 | $ | 212.3 | $ | 663.9 | $ | 646.2 | |||||||||||||||
| Corporate and Unallocated | |||||||||||||||||||||||
| Stock-based compensation expense | $ | (6.0) | $ | (11.4) | $ | (17.0) | $ | (27.5) | |||||||||||||||
| Corporate general costs (1) | (10.9) | (18.1) | (43.6) | (45.5) | |||||||||||||||||||
| Unallocated Items: | |||||||||||||||||||||||
| Restructuring and related charges | — | (0.3) | 1.6 | (2.5) | |||||||||||||||||||
| Amortization of acquisition-related intangible assets (2) | (0.2) | (0.2) | (0.6) | (0.6) | |||||||||||||||||||
| Cost investment activity | — | (0.9) | — | (1.8) | |||||||||||||||||||
| Total Corporate and Unallocated | (17.1) | (30.9) | (59.6) | (77.9) | |||||||||||||||||||
| Total consolidated operating profit | $ | 186.2 | $ | 181.4 | $ | 604.3 | $ | 568.3 | |||||||||||||||
| Interest expense (income) and other nonoperating expense (income), net | 50.0 | 0.3 | 53.1 | 1.3 | |||||||||||||||||||
| Income before income taxes | $ | 136.2 | $ | 181.1 | $ | 551.2 | $ | 567.0 |
(1) Corporate general costs includes executive and director compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments.
(2) During the three and nine months ended September 30, 2022, the Company recorded $0.2 million and $0.6 million, respectively, of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020. During the three and nine months ended September 30, 2021, the Company recorded $0.2 million and $0.6 million, respectively, of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020.
Please refer to Note 15, Other (Income) Expense, for further discussion of these items.
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