West Pharmaceutical Services 10-Q 2024-03-31

Filed 2024-04-25. 8 sections, 135K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-8036

WEST PHARMACEUTICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania23-1210010
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
530 Herman O. West Drive, Exton, PA19341-1147
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: 610-594-2900

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.25 per shareWSTNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of April 18, 2024, there were 72,843,157 shares of the registrant’s common stock outstanding.

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TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Statements of Income for the Three Months ended March 31, 2024 and 20233
Condensed Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2024 and 20234
Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 20235
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024 and 20236
Notes to Condensed Consolidated Financial Statements7
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS23
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK34
ITEM 4.CONTROLS AND PROCEDURES34
PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS34
ITEM 1A.RISK FACTORS34
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS35
ITEM 5.OTHER INFORMATION36
ITEM 6.EXHIBITS37
SIGNATURE38

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PART I. FINANCIAL INFORMATION

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 March 31,
20242023
Net sales$695.4$716.6
Cost of goods and services sold465.2445.3
Gross profit230.2271.3
Research and development17.617.1
Selling, general and administrative expenses86.786.0
Other expense (income) (Note 14)3.112.9
Operating profit122.8155.3
Interest expense1.62.2
Interest income(6.2)(4.8)
Income before income taxes and equity in net income of affiliated companies127.4157.9
Income tax expense16.423.6
Equity in net income of affiliated companies(4.3)(5.7)
Net income$115.3$140.0
Net income per share:
Basic$1.57$1.88
Diluted$1.55$1.85
Weighted average shares outstanding:
Basic73.574.5
Diluted74.375.7

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(in millions)

Three Months Ended March 31,
20242023
Net income$115.3$140.0
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax of $1.0 and $0.2(46.3)15.3
Defined benefit pension and other postretirement plan adjustments, net of tax of $0.0 and $(0.2)(0.2)(0.5)
Net loss on equity affiliate accumulated other comprehensive income, net of tax of $0.0 and $0.0(0.1)—
Net loss on derivatives, net of tax of $(0.7) and $(0.1)(1.9)(0.2)
Other comprehensive (loss) income, net of tax:(48.5)14.6
Comprehensive income$66.8$154.6

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

(in millions, except per share data)

March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$601.8$853.9
Accounts receivable, net524.0512.0
Inventories429.9434.7
Other current assets137.2135.8
Total current assets1,692.91,936.4
Property, plant and equipment2,791.32,738.0
Less: accumulated depreciation and amortization1,342.71,324.7
Property, plant and equipment, net1,448.61,413.3
Operating lease right-of-use assets96.899.2
Investments in affiliated companies202.5210.0
Goodwill107.6108.5
Intangible assets, net13.915.1
Deferred income taxes21.025.7
Other noncurrent assets19.021.3
Total Assets$3,602.3$3,829.5
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and other current debt$133.4$134.0
Accounts payable240.1242.4
Accrued salaries, wages and benefits66.5105.9
Income taxes payable16.816.6
Operating lease liabilities18.017.7
Other current liabilities173.6155.2
Total current liabilities648.4671.8
Long-term debt72.872.8
Deferred income taxes12.712.7
Pension and other postretirement benefits28.929.6
Long-term operating lease liabilities82.484.5
Deferred compensation benefits18.618.6
Other long-term liabilities57.958.5
Total Liabilities921.7948.5
Commitments and contingencies (Note 16)
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

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our Company. It should be read in conjunction with our condensed consolidated financial statements and accompanying notes elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”) as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and accompanying notes included in our 2023 Annual Report. Our historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks discussed in Part I, Item 1A of our 2023 Annual Report and in Part II, Item 1A of this Form 10-Q.

Throughout this section, references to “Notes” refer to the notes to our condensed consolidated financial statements (unaudited) in Part I, Item 1 of this Form 10-Q, unless otherwise indicated.

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Non-U.S. GAAP Financial Measures

For the purpose of aiding the comparison of our year-over-year results, we may refer to net sales and other financial results excluding the effects of changes in foreign currency exchange rates. Organic net sales exclude the impact from acquisitions and/or divestitures and translate the current-period reported sales of subsidiaries whose functional currency is other than USD at the applicable foreign exchange rates in effect during the comparable prior-year period. We may also refer to adjusted consolidated operating profit and adjusted consolidated operating profit margin, which exclude the effects of unallocated items. The unallocated items are not representative of ongoing operations, and generally include restructuring and related charges, certain asset impairments, and other specifically-identified income or expense items. The re-measured results excluding effects from currency translation, the impact from acquisitions and/or divestitures, and excluding the effects of unallocated items are not in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and should not be used as a substitute for the comparable U.S. GAAP financial measures. The non-U.S. GAAP financial measures are incorporated in our discussion and analysis as management uses them in evaluating our results of operations and believes that this information provides users with a valuable insight into our overall performance and financial position.

Our Operations

We are a leading global manufacturer in the design and production of technologically advanced, high-quality, integrated containment and delivery systems for injectable drugs and healthcare products. Our products include a variety of primary proprietary packaging, containment solutions, reconstitution and transfer systems, and drug delivery systems, as well as contract manufacturing, analytical lab services and integrated solutions. Our customers include leading biologic, generic, pharmaceutical, diagnostic, and medical device companies around the world. Our top priority is delivering quality products that meet the exact product specifications and quality standards customers require and expect. This focus on quality includes a commitment to excellence in manufacturing, scientific and technical expertise and management, which enables us to partner with our customers in order to deliver safe, effective drug products to patients quickly and efficiently.

Our business operations are organized into two global segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug delivery systems, 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. We also maintain collaborations to share technologies and market products with affiliates in Japan and Mexico.

Macroeconomic Factors

We have operations based in Israel that conduct research and development activities and manufacture certain components for our devices. Our Israel-based facilities continue to substantially operate as they had prior to the conflict in Israel and surrounding area. We continue to monitor the impact of the conflict in Israel and surrounding areas on our operations and those of our suppliers, the possible expansion of such conflict and potential geopolitical consequences, if any, on our business and operations.

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Financial Performance Summary

The following tables present a reconciliation from U.S. GAAP to non-U.S. GAAP financial measures:

($ in millions, except per share data)Operating ProfitIncome tax expenseNet incomeDiluted EPS
Quarter ended March 31, 2024 GAAP$122.8$16.4$115.3$1.55
Unallocated items:
Amortization of acquisition-related intangible assets (1)0.2—0.70.01
Quarter ended March 31, 2024 adjusted amounts (non-U.S. GAAP)$123.0$16.4$116.0$1.56

During the first quarter 2024, we recorded a tax benefit of $10.9 million associated with stock-based compensation.

($ in millions, except per share data)Operating ProfitIncome tax expenseNet incomeDiluted EPS
Quarter ended March 31, 2023 GAAP$155.3$23.6$140.0$1.85
Unallocated items:
Amortization of acquisition-related intangible assets (1)0.2—0.70.01
Loss on disposal of plant (2)9.4—9.40.12
Quarter ended March 31, 2023 adjusted amounts (non-U.S. GAAP)$164.9$23.6$150.1$1.98

During the first quarter 2023, we recorded a tax benefit of $11.6 million associated with stock-based compensation.

(1)During the three months ended March 31, 2024 and 2023, the Company recorded $0.2 million of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020. During the three months ended March 31, 2024 and 2023, the Company recorded $0.5 million of amortization expense in association with an acquisition of increased ownership interest in Daikyo.

(2)During the three months ended March 31, 2023, the Company recorded expense of $9.4 million within other expense (income), as a result of the sale of one of the Company's manufacturing facilities within the Proprietary Products segment. The transaction closed during the second quarter of 2023.

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RESULTS OF OPERATIONS

We evaluate 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 we consider not representative of ongoing operations. Such items are referred to as other unallocated items for which further information can be found above in the reconciliation from U.S. GAAP to non-U.S. GAAP financial measures.

Percentages in the following tables and throughout the Results of Operations section may reflect rounding adjustments.

Net Sales

The following table presents net sales, consolidated and by reportable segment, for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,Percentage Change
($ in millions)20242023As-ReportedOrganic
Proprietary Products$559.5$583.1(4.0)%(4.0)%
Contract-Manufactured Products135.9133.51.8%1.3%
Consolidated net sales$695.4$716.6(3.0)%(3.0)%

Consolidated net sales decreased by $21.2 million, or 3.0%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $3.4 million. Excluding foreign currency translation effects and removal of the 2023 sales impact related to one of our plants that was disposed of in the second quarter of 2023 of $3.2 million, consolidated net sales for the three months ended March 31, 2024 decreased by $21.4 million, or 3.0%, as compared to the same period in 2023.

Proprietary Products – Proprietary Products net sales decreased by $23.6 million, or 4.0%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $2.8 million. Excluding foreign currency translation effects and removal of the 2023 sales impact related to one of our plants that was disposed of in the second quarter of 2023 of $3.2 million, net sales for the three months ended March 31, 2024 decreased by $23.2 million, or 4.0%, as compared to the same period in 2023, primarily due to a decline in sales of certain high-value product offerings, primarily FluroTec® products, Westar® components and a decrease in the sales of standard components. These reductions were partially offset by an increase in sales of NovaPure® products, self-injection device platforms and Daikyo Crystal Zenith® components, as well as increased sales prices.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $2.4 million, or 1.8%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.6 million. Excluding foreign currency translation effects, net sales for the three months ended March 31, 2024 increased by $1.8 million, or 1.3%, as compared to the same period in 2023, primarily due to an increase in sales of components associated with diagnostic devices and increased sales prices.

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Gross Profit

The following table presents gross profit and related gross profit margins, consolidated and by reportable segment:

Three Months Ended March 31,
($ in millions)20242023
Proprietary Products:
Gross profit$207.1$247.8
Gross profit margin37.0%42.5%
Contract-Manufactured Products:
Gross profit$23.1$23.5
Gross profit margin17.0%17.6%
Consolidated gross profit$230.2$271.3
Consolidated gross profit margin33.1%37.9%

Consolidated gross profit decreased by $41.1 million, or 15.1%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $1.3 million for the three months ended March 31, 2024, as compared to the same period in 2023. Consolidated gross profit margin decreased by 4.8 margin points for the three months ended March 31, 2024, as compared to the same period in 2023.

Proprietary Products - Proprietary Products gross profit decreased by $40.7 million, or 16.4%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $1.2 million. Proprietary Products gross profit margin decreased by 5.5 margin points for the three months ended March 31, 2024, as compared to the same periods in 2023, due to lower sales volume and an unfavorable mix of products sold. These headwinds were partially offset by increased sales prices.

Contract-Manufactured Products - Contract-Manufactured Products gross profit decreased by $0.4 million, or 1.7%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.1 million. Contract-Manufactured Products gross profit margin decreased by 0.6 margin points for the three months ended March 31, 2024, as compared to the same period in 2023, due to inflationary pressures, primarily within compensation costs, and unfavorable mix of product sold. These headwinds were partially offset by increased sales prices.

Research and Development (“R&D”) Costs

The following table presents consolidated R&D costs:

Three Months Ended March 31,
($ in millions)20242023
Consolidated R&D costs$17.6$17.1

Consolidated R&D costs increased by $0.5 million, or 2.9%, for the three months ended March 31, 2024, as compared to the same period in 2023, due to additional research performed to identify new product opportunities. Efforts remain focused on the continued investment in elastomeric packaging components, formulation development, drug containment systems, self-injection systems and drug administration consumables.

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All of the R&D costs incurred during the three months ended March 31, 2024 and 2023 related to Proprietary Products.

Selling, General and Administrative (“SG&A”) Costs

The following table presents SG&A costs, consolidated and by reportable segment and corporate and unallocated items:

Three Months Ended March 31,
($ in millions)20242023
Proprietary Products$60.7$56.5
Contract-Manufactured Products6.26.0
Corporate and unallocated items19.823.5
Consolidated SG&A costs$86.7$86.0
SG&A as a % of net sales12.5%12.0%

Consolidated SG&A costs increased by $0.7 million, or 0.8%, for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to an increase in costs related to professional services and increased compensation costs, offset by a decrease in expense related to stock-based compensation.

Proprietary Products - Proprietary Products SG&A costs increased by $4.2 million, or 7.4%, for the three months ended March 31, 2024, as compared to the same period in 2023. Proprietary Products SG&A costs increased primarily due to an increase in costs related to professional services and increased compensation costs.

Contract-Manufactured Products - Contract-Manufactured Products SG&A costs increased by $0.2 million, or 3.3% for the three months ended March 31, 2024, as compared to the same period in 2023.

Corporate and unallocated items - Corporate SG&A costs decreased by $3.7 million, or 15.7%, for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to a decrease in expense related to stock-based compensation, offset by increased compensation costs.

Other Expense (Income)

The following table presents other income and expense items, consolidated and by reportable segment, corporate and unallocated items:

Expense (Income)Three Months Ended March 31,
($ in millions)20242023
Proprietary Products$2.5$3.5
Contract-Manufactured Products(0.2)0.1
Corporate and unallocated items0.89.3
Consolidated other expense (income)$3.1$12.9

Other expense and income items consist of a loss on disposal of plant, asset impairments, foreign exchange transaction gains and losses, contingent consideration and miscellaneous income and charges.

Consolidated other expense (income) changed by $9.8 million for the three months ended March 31, 2024, as compared to the same period in 2023, due to the factors described below.

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Proprietary Products - Proprietary Products other expense (income) changed by $1.0 million for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to additional asset impairments being recorded in the three months ended March 31, 2023, as compared to the same period in 2024.

Contract-Manufactured Products - Contract-Manufactured Products other expense (income) changed by $0.3 million for the three months ended March 31, 2024, as compared to the same period in 2023.

Corporate and unallocated items - Corporate and unallocated other expense (income) changed by $8.5 million for the three months ended March 31, 2024, as compared to the same periods in 2023, primarily due to the Company recording expense of $9.4 million as a result of the sale of one of the Company’s manufacturing facilities within the Proprietary Products segment in the three months ended March 31, 2023 that did not repeat in 2024.

Operating Profit

The following table presents operating profit and adjusted operating profit, consolidated and by reportable segment, corporate and unallocated items:

Three Months Ended March 31,
($ in millions)20242023
Proprietary Products$126.3$170.7
Contract-Manufactured Products17.117.4
Corporate and unallocated(20.6)(32.8)
Consolidated operating profit$122.8$155.3
Consolidated operating profit margin17.7%21.7%
Unallocated items0.29.6
Adjusted consolidated operating profit (non-U.S. GAAP)$123.0$164.9
Adjusted consolidated operating profit margin (non-U.S. GAAP)17.7%23.0%

Consolidated operating profit decreased by $32.5 million, or 20.9%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $1.2 million for the three months ended March 31, 2024, as compared to the same period in 2023.

Proprietary Products - Proprietary Products operating profit decreased by $44.4 million, or 26.0%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $1.1 million, due to the factors described above, most notably lower gross profit driven by lower sales volume and an unfavorable mix of products sold.

Contract-Manufactured Products - Contract-Manufactured Products operating profit decreased by $0.3 million, or 1.7%, for the three months ended March 31, 2024, as compared to the same period in 2023, including a favorable foreign currency translation impact of $0.1 million, due to the factors described above, most notably increased labor costs that were driven by inflation.

Corporate and unallocated - Excluding the unallocated items, Corporate costs decreased by $2.8 million, or 12.1%, for the three months ended March 31, 2024, as compared to the same period in 2023, due to the factors described above.

For unallocated items, please refer to the Financial Performance Summary section above for details.

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Interest Expense, Net

The following table presents interest expense, net, by significant component:

Three Months Ended March 31,
($ in millions)20242023
Interest expense$3.6$3.3
Capitalized interest(2.0)(1.1)
Interest expense, net$1.6$2.2
Interest income$(6.2)$(4.8)

Interest expense, net, decreased $0.6 million for the three months ended March 31, 2024, as compared to the same period in 2023, due to an increase in capitalized interest, offset by higher interest rates compared to the prior year.

Interest income increased by $1.4 million for the three months ended March 31, 2024, as compared to the same period in 2023, due primarily from 2024 investments in liquid low-risk money market funds or bank deposits in the U.S., Europe, and South America yielding higher interest rates compared to 2023.

Income Tax Expense

The provision for income taxes was $16.4 million and $23.6 million for the three months ended March 31, 2024 and 2023, respectively, and the effective tax rate was 12.9% and 14.9%, respectively. The decrease in the effective tax rate is primarily due to a shift in the forecasted geographic earnings mix, offset by a decrease in the tax benefit related to stock-based compensation for the three months ended March 31, 2024, as compared to the same period in 2023.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated companies decreased by $1.4 million for the three months ended March 31, 2024, as compared to the same period in 2023, due to less favorable operating results at Daikyo and the Mexico affiliates.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following table presents cash flow data for the three months ended March 31:

($ in millions)20242023
Net cash provided by operating activities$118.2$138.1
Net cash used in investing activities$(90.6)$(82.1)
Net cash used in financing activities$(271.0)$(71.0)

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Net Cash Provided by Operating Activities – Net cash provided by operating activities decreased by $19.9 million for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to a decline in operating results.

Net Cash Used in Investing Activities – Net cash used in investing activities increased by $8.5 million for the three months ended March 31, 2024, as compared to the same period in 2023, due to an increase in capital expenditures for additional manufacturing capacity in 2024 to meet customer demand.

Net Cash Used in Financing Activities – Net cash used in financing activities increased by $200.0 million for the three months ended March 31, 2024, as compared to the same period in 2023, primarily due to an increase in purchases under our share repurchase program in 2024, as compared to 2023.

Liquidity and Capital Resources

The table below presents selected liquidity and capital measures:

($ in millions)March 31, 2024December 31, 2023
Cash and cash equivalents$601.8$853.9
Accounts receivable, net$524.0$512.0
Inventories$429.9$434.7
Accounts payable$240.1$242.4
Debt$206.2$206.8
Equity$2,680.6$2,881.0
Working capital$1,044.5$1,264.6

Cash and cash equivalents include all instruments that have maturities of ninety days or less when purchased. Working capital is defined as current assets less current liabilities.

Cash and cash equivalents – Our cash and cash equivalents balance at March 31, 2024 consisted of cash held in depository accounts with banks around the world and cash invested in high-quality, short-term investments. The cash and cash equivalents balance at March 31, 2024 included $220.6 million of cash held by subsidiaries within the U.S., and $381.2 million of cash held by subsidiaries outside of the U.S. During the three months ended March 31, 2024, we purchased 729,679 shares of our common stock under our share repurchase program at a cost of $267.0 million, or an average price of $365.87 per share.

Working capital – Working capital at March 31, 2024 decreased by $220.1 million, or 17.4%, as compared to December 31, 2023, which includes an unfavorable foreign currency translation impact of $20.7 million. Excluding the impact of currency exchange rates, cash and cash equivalents and total current liabilities decreased by $243.6 million and $18.0 million, respectively, while accounts receivable increased by $18.5 million.

The decrease in cash and cash equivalents was due to capital expenditures and share repurchases, offset by cash from operations during the three months ended March 31, 2024. The decrease in total current liabilities was primarily driven by the payout of the 2023 annual incentive plan accrual during the three months ended March 31, 2024. The increase in accounts receivable was due to timing of collections.

Debt and credit facilities – The $0.6 million decrease in total debt at March 31, 2024, as compared to December 31, 2023, resulted from debt repayments under our Term Loan.

Our sources of liquidity include our Credit Facility. At March 31, 2024, we had no outstanding borrowings under the Credit Facility. At March 31, 2024, the borrowing capacity available under the Credit Facility, including outstanding letters of credit of $2.4 million, was $497.6 million. We do not expect any significant limitations on our ability to access this source of funds.

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Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage ratios and not to exceed established leverage ratios. In addition, the agreements contain other customary covenants, none of which we consider restrictive to our operations. At March 31, 2024, we were in compliance with all of our debt covenants.

We believe that cash on hand and cash generated from operations, together with availability under our Credit Facility, will be adequate to address our foreseeable liquidity needs based on our current expectations of our business operations, capital expenditures and scheduled payments of debt obligations.

Commitments and Contractual Obligations

A summary of future material cash payments resulting from commitments and contractual obligations was provided in our 2023 Annual Report. During the three months ended March 31, 2024, there were no material changes outside of the ordinary course of business to our commitments and contractual obligations.

OFF-BALANCE SHEET ARRANGEMENTS

At March 31, 2024, we had no off-balance sheet financing arrangements other than unconditional purchase obligations incurred in the ordinary course of business and outstanding letters of credit related to various insurance programs, as noted in our 2023 Annual Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to the Critical Accounting Policies and Estimates disclosed in Part II, Item 7 of our 2023 Annual Report.

NEW ACCOUNTING STANDARDS

There were no new accounting standards adopted during the three months ended March 31, 2024, see Note 2, New Accounting Standards.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Form 10-Q contains some forward-looking statements that are based on management’s beliefs and assumptions, current expectations, estimates and forecasts. We also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Such statements provide our current expectations or forecasts of future events. They do not relate strictly to historical or current facts. We have attempted, wherever possible, to identify forward-looking statements by using words such as “plan,” “expect,” “believe,” “intend,” “will,” “estimate,” “continue” and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance, as well as our strategy for growth, product development, market position and expenditures. All statements that address operating performance or events or developments that we expect or anticipate will occur in the future - including statements relating to sales and earnings per share growth, cash flows or uses, and statements expressing views about future operating results - are forward-looking statements.

Forward-looking statements are based on current expectations of future events. The forward-looking statements are, and will be, based on management’s then-current views and assumptions regarding future events and operating performance, and speak only as of their dates. Investors should realize that, if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements.

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The following are some important factors that could cause our actual results to differ from our expectations in any forward-looking statements:

  • 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;

  • interruptions or weaknesses in our supply chain, including from reasons beyond our control such as extreme weather, longer-term climate changes, natural disasters, pandemic, war, accidental damage, or unauthorized access to our or our customers’ information and systems, which could cause delivery delays or restrict the availability of raw materials, key purchased components and finished products;

  • the timing, regulatory approval and commercial success of customer products that incorporate our products and systems;

  • whether customers agree to incorporate our 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 our products, and the rate, timing and success of regulatory approval for the drug products that incorporate our 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 Daikyo Crystal Zenith® prefilled syringes;

  • profitability, or mix, of the products sold in any reporting period, including lower-than-expected sales growth of our high-value proprietary product offerings;

  • 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;

  • 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 USD in relation to other currencies, particularly the Euro, SGD, the Danish Krone, Yen, Colombian Peso, Brazilian Real, and the South Korean Won; and

  • the potential adverse effects of global healthcare legislation on customer demand, product pricing and profitability.

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This list sets forth many, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all of the factors and should not consider this list to be a complete statement of all potential risks and uncertainties. For further discussion of these and other factors, see the risk factors disclosed in Part I, Item 1A of our 2023 Annual Report as well as Part II, section 1A of this quarterly report.

Except as required by law or regulation, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, therefore you should not rely on these forward-looking statements as representing our views as of any date other than today.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk or the information provided in Part II, Item 7A of our 2023 Annual Report.

Item 4. . CONTROLS AND PROCEDURES

Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our CEO and CFO have concluded that, as of March 31, 2024, our disclosure controls and procedures are effective.

Changes in Internal Controls

During the quarter ended March 31, 2024, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

There are no material changes to the risk factors disclosed in Part I, Item 1A of our 2023 Annual Report.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table shows information with respect to purchases of our common stock made during the three months ended March 31, 2024 by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act:

PeriodTotal number of shares purchased (1)Average price paid per share (1)Total number of shares purchased as part of publicly announced plans or programs (1)Approximate dollar value of shares that may yet be purchased under the plans or programs (1)
January 1 - 31, 2024268,892$349.37268,892$467,700,000
February 1 - 29, 2024235,369377.73235,369378,800,000
March 1 - 31, 2024225,418373.17225,418294,700,000
Total729,679$365.87729,679$294,700,000

(1)In February 2023, the Board of Directors approved a share repurchase program under which we may repurchase up to $1.0 billion in shares of common stock. The share repurchase program does not have an expiration date under which we may repurchase common stock on the open market or in privately-negotiated transactions. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions.

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Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

Bernard J. Birkett, Senior Vice President, Chief Financial and Operations Officer, entered into a prearranged stock trading arrangement on March 15, 2024. Mr. Birkett’s plan provides for the purchase and sale of an aggregate number of 11,100 shares of the Company's common stock on June 14, 2024. The trading plan was entered into during an open insider trading window and is intended to satisfy Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.

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Item 6. EXHIBITS

Exhibit NumberDescription
3.1Our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).
3.2Our Amended and Restated Bylaws, effective October 23, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q report for the quarter ended September 30, 2023, filed October 26, 2023)
4.1Form of stock certificate for common stock (incorporated by reference to Exhibit 4 to the Company's 1998 Form 10-K, filed May 6, 1999).
4.2Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).
4.3Article I and V of our Bylaws, as amended through February 23, 2021 (incorporated by reference from our Form 8-k, filed March 1, 2021).
4.4 (1)Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted.
10.1Form of 2024 Stock Option Agreement, Performance Stock Unit Agreement and Restricted Stock Unit Agreement, issued pursuant to the 2016 Omnibus Incentive Compensation Plan
31.1Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification 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.INSThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

(1) We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of the Company and its subsidiaries.

  • Furnished, not filed.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, West Pharmaceutical Services, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WEST PHARMACEUTICAL SERVICES, INC.

(Registrant)

By: /s/ Bernard J. Birkett

Bernard J. Birkett

Senior Vice President, Chief Financial and Operations Officer

April 25, 2024