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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended September 30, 2004
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 1-10638
CAMBREX CORPORATION
-------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2476135
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
--------------------------------------------------------
(Address of principal executive offices)
(201) 804-3000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
As of October 31, 2004, there were 26,108,327 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended September 30, 2004
Table of Contents
Page No.
--------
Part I Financial information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets as of
September 30, 2004 and December 31, 2003 2
Consolidated income statements for the
three months and nine months ended September 30, 2004 and 2003 3
Consolidated statements of cash flows
for the nine months ended September 30, 2004 and 2003 4
Notes to unaudited consolidated financial statements 5 - 22
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 23 - 30
Item 4. Controls and Procedures 31 - 32
Part II Other information
Item 2. Changes in Securities and Use of Proceeds 33
Item 4. Matters Submitted to a Vote of Securities Holders 33
Item 6. Exhibits and Reports on Form 8-K 33
Signatures 34
Part 1 - FINANCIAL INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
September 30, December 31,
2004 2003
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents ............................. $ 83,761 $ 64,294
Trade receivables, less allowances of $2,211 and $3,281
at respective dates ............................... 56,276 58,324
Inventories, net ...................................... 88,222 82,013
Deferred tax assets ................................... 8,757 8,757
Prepaid expenses and other current assets ............. 21,184 16,294
--------- ---------
Total current assets .............................. 258,200 229,682
Property, plant and equipment, net ........................ 265,261 269,147
Goodwill .................................................. 171,514 220,742
Other intangible assets, net .............................. 50,830 51,391
Other assets .............................................. 6,714 7,541
--------- ---------
Total assets ...................................... $ 752,519 $ 778,503
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ...................................... $ 31,416 $ 35,326
Accrued liabilities ................................... 59,176 54,522
Short-term debt and current portion of
long-term debt .................................... 1,518 1,376
--------- ---------
Total current liabilities ................................. 92,110 91,224
Long-term debt ............................................ 220,338 212,369
Deferred tax liabilities .................................. 28,998 29,196
Other non-current liabilities ............................. 45,410 49,084
--------- ---------
Total liabilities ................................. 386,856 381,873
--------- ---------
Stockholders' equity:
Common stock, $.10 par value; issued 28,715,727 and
28,471,652 shares at respective dates ............. 2,872 2,847
Additional paid-in capital ............................ 210,737 206,256
Retained earnings ..................................... 172,592 205,787
Treasury stock, at cost 2,607,650 and 2,614,910
shares at respective dates ......................... (22,180) (22,101)
Deferred compensation ................................. (1,704) (1,616)
Accumulated other comprehensive income ................ 3,346 5,457
--------- ---------
Total stockholders' equity ........................ 365,663 396,630
--------- ---------
Total liabilities and stockholders' equity ........ $ 752,519 $ 778,503
========= =========
See accompanying notes to unaudited consolidated financial statements.
2
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(unaudited)
(in thousands, except per-share data)
Three months ended Nine months ended
September 30, September 30,
--------------------- ----------------------
2004 2003 2004 2003
--------- -------- --------- ---------
Gross sales ................................... $ 99,250 $ 95,179 $ 321,793 $ 303,526
Commissions & allowances .................. 620 691 2,278 2,891
--------- -------- --------- ---------
Net sales ..................................... 98,630 94,488 319,515 300,635
Other revenues ............................ 1,706 1,891 6,545 6,899
--------- -------- --------- ---------
NET REVENUES .................................. 100,336 96,379 326,060 307,534
Cost of goods sold ............................ 60,454 59,381 198,940 185,073
--------- -------- --------- ---------
GROSS PROFIT .................................. 39,882 36,998 127,120 122,461
Operating expenses:
Selling, general and
administrative expenses ................ 25,645 22,958 77,863 71,033
Research and development expenses ......... 4,512 4,061 13,899 12,576
Legal settlement .......................... - - - 11,342
Goodwill impairment ....................... 48,720 - 48,720 -
Other, net ................................ - - (1,863) -
--------- -------- --------- ---------
Total operating expenses ................ 78,877 27,019 138,619 94,951
OPERATING (LOSS)/PROFIT ....................... (38,995) 9,979 (11,499) 27,510
Other expenses (income):
Interest expense, net ..................... 2,854 3,251 8,471 8,301
Other income, net ......................... (209) (80) (61) (207)
--------- -------- --------- ---------
(Loss)/Income from continuing operations before
income taxes ............................. (41,640) 6,808 (19,909) 19,416
Provision for income taxes ................ 2,555 21,709 9,978 25,241
--------- -------- --------- ---------
LOSS FROM CONTINUING OPERATIONS ............... $ (44,195) $(14,901) $ (29,887) $ (5,825)
DISCONTINUED OPERATIONS (NOTE 10)
Loss from discontinued operations before
income taxes .............................. (236) (54,875) (978) (53,415)
Income tax benefit ............................ - (264) - (138)
--------- -------- --------- ---------
Loss on discontinued operations ............... (236) (54,611) (978) (53,277)
--------- -------- --------- ---------
Net loss ...................................... $ (44,431) $(69,512) $ (30,865) $ (59,102)
========= ======== ========= =========
Basic and diluted earnings per share:
Loss from continuing operations ........... $ (1.69) $ (0.58) $ (1.15) $ (0.23)
Loss from discontinued operations ......... (0.01) (2.12) (0.03) (2.06)
--------- -------- --------- ---------
Net loss .................................. $ (1.70) $ (2.70) $ (1.18) $ (2.29)
Cash Dividends paid per share ............. $ 0.03 $ 0.03 $ 0.09 $ 0.09
========= ======== ========= =========
See accompanying notes to unaudited consolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Nine months ended
September 30,
---------------------
2004 2003
-------- ---------
Cash flows from operating activities:
Net loss ................................................ $(30,865) $ (59,102)
Depreciation and amortization ........................... 29,701 26,216
Goodwill Impairment ..................................... 48,720 -
Deferred income tax (benefit) provision ................. (198) 21,511
Changes in assets and liabilities:
Mylan settlement, net of cash payments .............. (1,600) 7,013
Vitamin B-3 provision, net of cash payments ......... (728) (4,890)
Receivables, net .................................... 1,590 6,525
Inventories ......................................... (7,010) 2,814
Prepaid expenses and other current assets ........... 7 (1,553)
Accounts payable and accrued liabilities ............ 5,977 (377)
Income taxes payable ................................ (5,625) (8,923)
Other non-current assets and liabilities ............ (558) 3,046
Discontinued operations:
Changes in operating assets and liabilities ......... (1,073) (714)
Write-down of assets held for sale and other non-cash
charges ............................................ - 60,927
-------- ---------
Net cash provided by operating activities ................... 38,338 52,493
-------- ---------
Cash flows from investing activities:
Capital expenditures .................................... (27,749) (27,251)
Other investing activities .............................. (337) (2,249)
Discontinued operations - cash flows provided by
investing activities ................................. - 720
-------- ---------
Net cash used in investing activities ....................... (28,086) (28,780)
-------- ---------
Cash flows from financing activities:
Dividends paid .......................................... (2,330) (2,316)
Net increase in short-term debt ......................... 126 824
Long-term debt activity (including current portion):
Borrowings .......................................... 64,750 284,861
Repayments .......................................... (56,767) (299,693)
Proceeds from stock options exercised ................... 4,005 117
Purchase of treasury stock .............................. (219) (2,420)
-------- ---------
Net cash provided by (used in) financing activities ......... 9,565 (18,627)
-------- ---------
Effect of exchange rate changes on cash ..................... (350) 3,453
-------- ---------
Net increase in cash and cash equivalents ................... 19,467 8,539
-------- ---------
Cash and cash equivalents at beginning of period ............ 64,294 33,296
-------- ---------
Cash and cash equivalents at end of period .................. $ 83,761 $ 41,835
======== =========
See accompanying notes to unaudited consolidated financial statements.
4
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per-share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated by the context, "Cambrex" or the "Company"
means Cambrex Corporation and its subsidiaries.
The accompanying unaudited Consolidated Financial Statements have been
prepared from the records of the Company. In the opinion of management, the
financial statements include all adjustments which are of a normal and recurring
nature, except for the goodwill impairment discussed in Note 5, and are
necessary for a fair presentation of financial position and results of
operations in conformity with generally accepted accounting principles. These
interim financial statements should be read in conjunction with the financial
statements for the year ended December 31, 2003.
The results of operations for the three months and nine months ended
September 30, 2004 are not necessarily indicative of the results to be expected
for the full year.
As discussed in Note 10, on November 10, 2003, the sale of Rutherford
Chemicals was completed and accordingly, the business comprising the Rutherford
Chemicals segment is classified as a discontinued operation in all periods
presented.
Certain reclassifications have been made in prior year amounts to conform
to the current year presentation.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Consolidation of Variable Interest Entities
In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 "Consolidation of Variable Interest Entities" ("FIN
46"). The interpretation provides guidance on consolidating variable interest
entities and applies immediately to variable interests created after January 31,
2003. The guidelines of the interpretation became applicable for the Company in
its fourth quarter 2003 financial statements for variable interest entities
created before February 1, 2003. The interpretation requires variable interest
entities to be consolidated if the equity investment at risk is not sufficient
to permit an entity to finance its activities without support from other parties
or the equity investors lack certain specified characteristics.
In December 2003, the FASB issued FIN 46R which requires the application
of either FIN 46 or FIN 46R by public entities created prior to February 1, 2003
at the end of the first interim or annual reporting period ending after December
15, 2003. All entities created after January 31, 2003 by public entities were
already required to be analyzed under FIN 46, and they must continue to do so,
unless FIN 46R was adopted early. FIN 46R is applicable to all non-special
purpose entities created prior to February 1, 2003 by Public Entities that are
not small business issuers at the end of the first interim or annual reporting
period ending after March 15, 2004. The Company has reviewed FIN 46 and FIN 46R
and determined their impact did not have an effect on the Company's consolidated
financial position or results in operations.
5
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Employer's Disclosure about Pension and Other Postretirement Benefits
In May 2004, the FASB issued FASB Staff Position (FSP) No.106-2
"Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug Improvement and Modernization Act ("the Act") of 2003", which supercedes
FASB issued Staff Position 106-1 of the same title. The Act allows for the
federal government to make subsidy payments (beginning in 2006) to employers
that sponsor postretirement benefit plans under which retirees receive
prescription drug benefits that are "actuarially equivalent" to the prescription
drug benefit provided under Medicare. The Staff Position clarifies the
accounting for the benefits attributable to the Act. The Company has
preliminarily determined that the benefits provided under the Company's plan are
not actuarially equivalent to the Medicare Part D benefit under the Act. As a
result, FSP No. 106-2 is not expected to have any effect on the Company's
consolidated financial position or results of operations.
(3) WEIGHTED AVERAGE SHARES OUTSTANDING
Three months ended Nine months ended
September 30, September 30,
2004 2003 2004 2003
------- -------- -------- ---------
Weighted average shares outstanding:
Basic................................... 26,109 25,721 26,074 25,769
Effect of dilutive stock options........ - - - -
------- ------- -------- ---------
Diluted................................. 26,109 25,721 26,074 25,769
In the three months ended September 30, 2004 and 2003, 243 and 278 shares,
respectively, were excluded from the computation of diluted earnings per share
due to their anti-dilutive effect. In the nine months ended September 30, 2004
and 2003, 357 and 263 shares, respectively, were excluded from the computation
of diluted earnings per share due to their anti-dilutive effect.
(4) STOCK BASED COMPENSATION
At September 30, 2004, the Company has seven active stock-based employee
compensation plans in effect. The Company accounts for those plans under the
recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the underlying common
stock on the date of grant. The following table illustrates the effect on net
income and earnings per share if the Company had applied the fair value
recognition provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.
In May 2003, the former Chief Executive Officer and current Chairman of
the Board was granted 150,000 incentive stock appreciation rights. In the fourth
quarter 2003 these rights vested and, as such, the Chairman of the Board is
entitled to a cash settlement representing the difference in value between the
closing price of Cambrex stock on the day of the grant, which was $19.30, and
the closing price of Cambrex stock on the day the rights are exercised. These
rights terminate one year after his retirement from the Company. These rights
will be marked to market until the rights are exercised or expire with the
amount being recorded as compensation expense or benefit in the applicable
period. In the three and nine months ended September 30, 2004, the Company
recorded $492 and $498, respectively, in compensation benefit.
6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(4) STOCK BASED COMPENSATION (CONTINUED)
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
----------- -------- ------- --------
Net loss, as reported............................. $ (44,431) $(69,512) $(30,865) $(59,102)
Deduct: stock based compensation benefit
included in reported net income ............... (492) -- (498) --
Deduct: stock-based compensation
expenses determined using fair value
method ........................................ (1,199) (1,898) (2,991) (3,626)
----------- -------- -------- --------
Proforma net loss................................. $ (46,122) $(71,410) $(34,354) $(62,728)
Proforma weighted average shares outstanding:
Basic .......................................... 26,109 25,721 26,074 25,769
Diluted ........................................ 26,109 25,721 26,074 25,769
The effect of stock options would be anti-dilutive under the FAS 123 calculation
and are therefore excluded. The stock based compensation benefits and expenses
have not been tax affected due to the full domestic tax valuation allowances
discussed in Note 6.
Earnings per share:
Basic - as reported............................ $ (1.70) $ (2.70) $ (1.18) $ (2.29)
Basic - proforma............................... $ (1.77) $ (2.78) $ (1.32) $ (2.43)
Diluted - as reported.......................... $ (1.70) $ (2.70) $ (1.18) $ (2.29)
Diluted - proforma............................. $ (1.77) $ (2.78) $ (1.32) $ (2.43)
(5) GOODWILL AND INTANGIBLE ASSETS
In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets"
the Company has established reporting units based on its current segment
structure for purposes of testing goodwill for impairment. Goodwill has been
assigned to the reporting units to which the value of the goodwill relates. The
Company evaluates goodwill and other intangible assets not subject to
amortization at least on an annual basis and whenever events and changes in
circumstances suggest that the carrying amount may not be recoverable based on
the estimated future cash flows.
In the third quarter of 2004, the Company reconsidered whether the
carrying value of the goodwill related to its Baltimore reporting unit, which is
a component of the Biopharma segment, may not be recoverable due to the lowering
of Baltimore's revenue and operating income forecast for the remainder of 2004
and beyond versus prior projections. The Company tested for impairment and
determined that the carrying value exceeded its fair value, as determined by
using a discounted cash flow model. Management retained valuation specialists to
assist in the valuation of its tangible and identifiable intangible assets for
purposes of determining the implied fair value of goodwill. Upon completion of
the assessment, the Company recorded a non-cash impairment charge of $48,720 to
reduce the carrying value of goodwill in the Baltimore reporting unit to its
estimated fair value of $65,584.
7
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(5) GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
The changes in the carrying amount of goodwill for the nine months ended
September 30, 2004, are as follows:
Human
Bioproducts Health Biopharma
Segment Segment Segment Total
----------- -------- --------- ---------
Balance as of January 1, 2004 ............................ $ 53,787 $ 41,617 $ 125,338 $ 220,742
Goodwill Impairment ...................................... - (48,720) (48,720)
Purchase Accounting Adjustments
for Contingent Payments .............................. 230 - - 230
Cumulative Translation Effect ............................ (87) (651) - (738)
-------- -------- --------- ---------
Balance as of September 30, 2004 ........................ $ 53,930 $ 40,966 $ 76,618 $ 171,514
======== ======== ========= =========
Other intangible assets that are not subject to amortization, consist of
the following:
As of As of
September 30, December 31,
2004 2003
------------- ------------
Proprietary Process....................... $ 1,675 $ 1,675
Trademarks................................ 33,898 33,898
-------- --------
Total $ 35,573 $ 35,573
======== ========
Other intangible assets, which continue to be amortized, consist of the
following:
As of As of
September 30, December 31,
2004 2003
Gross Carrying Gross Carrying
Amount Amount
-------------- --------------
Patents......................... $ 3,354 $ 3,122
Proprietary Process............. 7,146 6,972
Supply Agreements............... 2,110 2,110
Trademarks...................... 1,160 785
Unpatented Technology........... 5,912 5,912
Other........................... 2,265 2,249
Fully amortized assets*......... 2,883 2,883
-------- --------
Total 24,830 24,033
Accumulated Amortization........ (9,573) (8,215)
-------- --------
Net $ 15,257 $ 15,818
======== ========
*This category includes certain fully amortized patents, proprietary process and
non-compete agreements.
Amortization expense for the three months and nine months ended September
30, 2004 was $458 and $1,380, respectively.
8
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
The expected amortization expense related to intangible assets is as follows:
For the year ended December 31, 2004......................... $1,882
For the year ended December 31, 2005......................... $1,898
For the year ended December 31, 2006......................... $1,881
For the year ended December 31, 2007......................... $1,848
For the year ended December 31, 2008......................... $1,667
(6) INCOME TAXES
The Company's domestic net deferred tax assets at September 30, 2004 were
primarily associated with net operating loss carryforwards, foreign tax credits,
research and experimentation tax credits and alternative minimum tax credits,
which are evaluated quarterly to assess the likelihood of realization. The
realization of these assets is ultimately dependent upon generating future
taxable income or implementing tax-planning strategies prior to expiration of
those assets. Beginning September 30, 2003 the Company has maintained a full
valuation allowance on its domestic net deferred tax assets. Accordingly, for
the nine months ended September 30, 2004 a full valuation allowance of the
Company's domestic net deferred tax assets generated during the first nine
months of 2004 was recorded. The Company will continue to record a full
valuation allowance on its domestic net deferred tax assets until an appropriate
level of domestic profitability is sustained or tax strategies can be developed
that will enable the Company to conclude that it is more likely than not that a
portion of the domestic net deferred assets will be realized. If the Company
continues to report pre-tax losses in the United States, income tax benefits
associated with those losses will not be recognized and, therefore, those losses
will not be reduced by such income tax benefits. Additionally, should domestic
losses continue, it is possible that tax planning strategies preserving certain
domestic tax assets could be deemed inadequate, resulting in additional
valuation allowances in the future. The carryforward periods for foreign tax
credits, research and experimentation tax credits, net operating losses, and the
federal alternative minimum tax credits are 10 years, 20 years, 20 years and an
indefinite period, respectively. As such, improvements in domestic pre-tax
income in the future may result in these tax benefits ultimately being realized.
However, there is no assurance that such improvements will be achieved.
Within discontinued operations, the Company has also not recorded any tax
benefit related to the domestic loss generated by the operation or sale of
Rutherford Chemicals for the same reasons as those identified above.
(7) INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Inventories at September 30, 2004 and December 31, 2003 consist of the
following:
September 30, December 31,
2004 2003
------------- ------------
Finished goods............................. $ 43,691 $ 42,045
Work in process............................ 23,892 19,105
Raw materials.............................. 15,611 16,601
Supplies................................... 5,028 4,262
-------- --------
Total.................................. $ 88,222 $ 82,013
======== ========
9
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(8) LONG-TERM DEBT
Long-term debt at September 30, 2004 and December 31, 2003 consists of the
following:
September 30, December 31,
2004 2003
------------- ------------
Bank credit facilities.......................... $114,100 $105,200
Senior notes.................................... 100,000 100,000
Other........................................... 7,629 8,545
-------- --------
Subtotal.................................... 221,729 213,745
Less: current portion.......................... (1,391) (1,376)
-------- --------
Total....................................... $220,338 $212,369
======== ========
The Company met all bank covenants for the first nine months of 2004 and
2003.
(9) RESTRUCTURING AND OTHER CHARGES
2004 Actions
In the first quarter of 2004, management communicated to employees that a
workforce reduction would occur at one of the Company's European facilities
within the Human Health segment. The Company recorded a $1,000 charge in Other,
net operating expenses to accrue for the termination benefits related to the
workforce reduction. In all, 13 workers were terminated. As of September 30,
2004 approximately $700 has been paid. The company expects to pay the remaining
benefits over the next three months.
The following table displays the activity related to the 2004 reduction in
workforce reserve through September 30, 2004 (in millions):
2004
Activity
--------
September 30,
2004
2004 Cash Reserve
Expense Payments Balance
------- -------- -------------
Workforce reduction........................ $1.0 $(0.7) $0.3
==== ===== ====
2002 Actions
In 2002, Cambrex completed a plan to realign its businesses, and at that
time, the Company recorded net special pre-tax charges of $15,087, of which
$10,849 were recorded in discontinued operations.
10
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(9) RESTRUCTURING AND OTHER CHARGES (CONTINUED)
The following table displays the activity related to the 2002
restructuring accruals through September 30, 2004 (in millions):
2003 2004
Activity Activity
-------- --------
December December September
31, 2002 31, 2003 30, 2004
Reserve Cash Reserve Cash Reserve
Balance Payments Balance Payments Balance
-------- -------- -------- -------- ---------
Restructuring and other charges:
Employee severance.............. $1.0 $(0.8) $0.2 $ (0.2) -
Facility closure costs.......... 1.6 (0.6) 1.0 (0.7) $ 0.3
---- ----- ---- -------- -----
Total........................... $2.6 $(1.4) $1.2 $ (0.9) $ 0.3
==== ===== ==== ======== =====
The remaining facility closure costs are expected to be paid in the fourth
quarter 2004.
(10) DISCONTINUED OPERATIONS - SALE OF RUTHERFORD CHEMICALS
On November 10, 2003 the Company completed the sale of Rutherford
Chemicals. As a result of the completion of the transaction, the business
comprising the Rutherford Chemicals segment is being reported as a discontinued
operation in all periods presented. The agreement specified proceeds for the
sale of $55,000 in cash at closing, a $2,000 subordinated 12% interest bearing
note payable in full in 5-1/2 years from the closing date, and an $8,000
performance-based cash earn-out if certain future operating profit targets are
achieved in each of the next 3 years. These terms resulted in a write-down of
assets to estimated fair value of approximately $53,098 which is based on the
selling price, including fees associated with the transaction. The Company has
not included any of the performance based cash earn-out in the computation of
the $53,098 loss and income for discontinued operations will be recorded in
future periods if the Company receives any payments under the earn-out
arrangement. In the first quarter of 2004, the Company finalized the post
closing working capital adjustment. This adjustment, along with legal and other
charges associated with the sale, has resulted in an additional $742 charge to
discontinued operations in the first quarter 2004. In the third quarter of 2004,
the Company incurred an additional $236 primarily for revised estimates of
environmental liabilities associated with Rutherford Chemicals. These losses
have not been tax affected, the reasons for which are more fully explained in
Note 6.
In accordance with the sale agreement, the Company has retained certain
liabilities of the Rutherford Chemicals business including existing general
litigation matters, including the Vitamin B-3 matter, pre-closing environmental
liabilities and post retirement benefits and pension liabilities. See Note 15
for further discussion.
11
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(10) DISCONTINUED OPERATIONS - SALE OF RUTHERFORD CHEMICALS (CONTINUED)
The following table shows revenues and loss from discontinued operations
for the three and nine months ended September 30, 2004 and 2003:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2004 2003 2004 2003
------------- ------------- ------------- -------------
Revenues............................ $ - $ 29,460 $ - $ 97,397
======== ========== ======== =========
Pre-tax loss from
discontinued operations........... (236) (1,777) (978) (317)
Write-down to fair value based on
expected selling price............ - (53,098) - (53,098)
-------- ---------- -------- ---------
Loss from discontinued operations
before income taxes............... $ (236) $ (54,875) $ (978) $ (53,415)
======== ========== ======== =========
(11) COMPREHENSIVE INCOME
The following table shows the components of comprehensive loss for the
three and nine months ended September 30, 2004 and 2003:
For the three months For the nine months
ended September 30, ended September 30,
2004 2003 2004 2003
--------- --------- --------- ---------
Net loss......................................... $ (44,431) $ (69,512) $ (30,865) $ (59,102)
Foreign Currency Translation.............. 6,721 6,099 (3,033) 24,408
Unrealized gain on hedging contracts...... 352 626 922 586
Other .................................... 16 (12) - (16)
--------- --------- --------- ---------
Total.............................. $ (37,342) $ (62,799) $ (32,976) $ (34,124)
========= ========= ========= =========
(12) RETIREMENT PLANS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
substantially all eligible employees: (1) the Nepera Hourly Pension Plan (the
"Nepera Plan") which covers the union employees at the formerly owned Harriman,
New York plant, and (2) the Cambrex Pension Plan (the "Cambrex Plan") which
covers all other eligible employees.
12
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(12) RETIREMENT PLANS (CONTINUED)
The components of net periodic pension cost for the Company's domestic
plans for the three and nine months ended September 30, 2004 and 2003 are as
follows:
Three Three Nine Nine
months months months Months
ended ended ended Ended
September 30, September 30, September 30, September 30,
2004 2003 2004 2003
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost...................................... $ 581 $ 650 $ 1,743 $ 1,950
Interest Cost..................................... 731 710 2,193 2,130
Expected return on plan assets.................... (635) (525) (1,905) (1,575)
Amortization of prior service cost................ 11 17 33 51
Recognized actuarial (gain) loss.................. 129 130 387 390
----- -------- --------- ---------
Net periodic benefit cost......................... $ 817 $ 982 $ 2,451 $ 2,946
===== ======== ========= =========
The Company is expected to contribute $4,859 in cash to its two U.S.
defined-benefit pension plans in 2004. As of September 30, 2004 the Company has
contributed $3,958 in cash to these plans.
The Company has two Supplemental Executive Retirement Plans (SERP) for key
executives. These plans are non-qualified and unfunded.
The components of net periodic pension cost for the Company's SERP Plans
for the three and nine months ended September 30, 2004 and 2003 are as follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2004 2003 2004 2003
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost............................ $ 52 $ 63 $ 156 $ 189
Interest Cost........................... 107 106 321 318
Amortization of unrecognized
transition obligation............... 25 - 75 -
Amortization of prior service cost...... 1 1 3 3
Recognized actuarial (gain) loss........ 12 33 36 99
----- ----- ----- -------
Net periodic benefit cost............... $ 197 $ 203 $ 591 $ 609
==== ===== ===== =======
International Pension Plans
Certain foreign subsidiaries of the Company maintain pension plans for
their employees that conform to the common practice in their respective
countries. Based on local laws and customs, some of those plans are not funded.
For those plans that are funded, the amount in the trust supporting the plan is
actuarially determined and in compliance with local statutes, where applicable.
13
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(12) RETIREMENT PLANS (CONTINUED)
The components of net periodic pension cost for the Company's
international plans for the three and nine months ended September 30, 2004 and
2003 are as follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2004 2003 2004 2003
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost............................ $ 217 $ 158 $ 651 $ 474
Interest Cost........................... 222 207 732 621
Expected return on plan assets.......... (71) (46) (213) (138)
Amortization of excess plan net......... 21 (8) 1 (24)
Amortization of prior service cost...... (5) 32 97 96
----- ------ ------- ---------
Net periodic benefit cost............... $ 384 $ 343 $ 1,268 $ 1,029
===== ====== ======= =========
The Company has contributed $611 in cash to its international pension
plans in 2004 and does not expect to contribute any more cash for the remainder
of the year.
(13) OTHER POSTRETIREMENT BENEFITS
Cambrex provides postretirement health and life insurance benefits
("postretirement benefits") to all eligible retired employees. Employees who
retire at or after age 55 with ten years of service are eligible to participate
in the postretirement benefit plans. The Company's responsibility for such
premiums for each plan participant is based upon years of service subject to an
annual maximum of one thousand dollars. Such plans are self-insured and are not
funded.
The components of net periodic benefit cost for the three and nine months
ended September 30, 2004 and 2003 are as follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2004 2003 2004 2003
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost of benefits earned.................... $ 13 $ 31 $ 39 $ 93
Interest cost...................................... 37 50 111 150
Actuarial (gain) loss recognized................... 29 53 87 159
Amortization of unrecognized prior service cost.... (38) (44) (114) (132)
-------- -------- -------- ---------
Total periodic postretirement benefit cost......... $ 41 $ 90 $ 123 $ 270
======== ======== ======== =========
14
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(14) SEGMENT INFORMATION
Cambrex is a life sciences company dedicated to providing essential
products and services to accelerate discovery, development and manufacturing
processes for human therapeutics. The Company primarily supplies its products
and services worldwide to pharmaceutical and biopharmaceutical companies,
generic drug companies, biotech companies and research organizations. In the
fourth quarter 2003, the Company began reporting results in three segments:
Bioproducts segment (previously part of the Biosciences segment), consisting of
cell culture, cell therapy services, media and serum, endotoxin detection
products and services and electrophoresis and chromatography products; Biopharma
segment (previously part of the Biosciences segment), consisting of contract
biopharmaceutical process development and manufacturing services; and Human
Health segment (formerly Human Health and All Other), consisting of active
pharmaceutical ingredients ("APIs") and pharmaceutical intermediates produced
under Food and Drug Administration Current Good Manufacturing Practices for use
in the production of prescription and over-the-counter drug products, imaging
chemicals used in x-ray contrast media, and other fine custom chemicals derived
from organic chemistry. The Company allocates corporate expenses to each of its
subsidiaries. The allocation of corporate expenses in the first nine months of
2003 has been adjusted to be consistent with the allocation methodology adopted
by the Company in the fourth quarter of 2003.
One customer, a distributor representing multiple customers, accounted for
14.6% of consolidated gross sales in the third quarter 2003 and 10.9% and 12.8%
of consolidated gross sales for the nine months ended September 30, 2004 and
2003, respectively.
15
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(14) SEGMENT INFORMATION (CONTINUED)
Following is a summary of business segment information for the following
dates:
Three months ended Nine months ended
September 30, September 30,
--------------------- ----------------------
2004 2003 2004 2003
-------- --------- --------- ---------
Gross Sales:
Bioproducts ........................ $ 33,958 $ 29,607 $ 102,190 $ 89,383
Biopharma .......................... 11,375 8,680 31,739 31,497
Human Health ....................... 53,917 56,892 187,864 182,646
-------- --------- --------- ---------
$ 99,250 $ 95,179 $ 321,793 $ 303,526
======== ========= ========= =========
Gross Profit:
Bioproducts ........................ $ 19,040 $ 14,419 $ 55,624 $ 45,007
Biopharma .......................... 2,060 837 4,326 8,158
Human Health ....................... 18,782 21,742 67,170 69,296
-------- --------- --------- ---------
$ 39,882 $ 36,998 $ 127,120 $ 122,461
======== ========= ========= =========
Operating (Loss)/Profit*:
Bioproducts ........................ $ 6,843 $ 3,883 $ 21,593 $ 12,838
Biopharma .......................... (49,079) (1,615) (52,042) 930
Human Health ....................... 9,301 13,632 37,090 44,986
Corporate .......................... (6,060) (5,921) (18,140) (31,244)
-------- --------- --------- ---------
Total Operating (Loss)/Profit ...... $(38,995) $ 9,979 $ (11,499) $ 27,510
======== ========= ========= =========
Reconciliation to loss from
Continuing Operations:
Interest expense, net .............. $ 2,854 $ 3,251 $ 8,471 $ 8,301
Other income, net .................. (209) (80) (61) (207)
Provision for income taxes ......... 2,555 21,709 9,978 25,241
-------- --------- --------- ---------
Loss from continuing operations..... $(44,195) $ (14,901) $ (29,887) $ (5,825)
======== ========= ========= =========
Capital Spending:
Bioproducts ........................ $ 2,592 $ 2,147 $ 6,809 $ 6,388
Biopharma .......................... 2,015 1,787 7,749 9,269
Human Health ....................... 4,813 3,833 12,595 10,630
Corporate .......................... 191 389 596 964
-------- --------- --------- ---------
$ 9,611 $ 8,156 $ 27,749 $ 27,251
======== ========= ========= =========
*The operating segments include charges of certain corporate allocations
reflecting services provided for or on behalf of the respective segments.
Unallocated corporate spending is included in "Corporate." For the three and
nine months ended September 30, 2004, the Biopharma operating profit includes a
$48,720 charge for an impairment to goodwill. For the nine months ended
September 30, 2004, the Bioproducts operating profit includes $2,863 of income
due to the early termination of a contract. For the nine months ended September
30, 2003, the Corporate operating profit includes an $11,342 charge for the
settlement of certain class action lawsuits involving Mylan laboratories.
16
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(14) SEGMENT INFORMATION (CONTINUED)
Three months ended Nine months ended
September 30, September 30,
--------------------- -----------------------
2004 2003 2004 2003
-------- -------- ---------- ----------
Depreciation:
Bioproducts................................ $ 1,293 $ 1,262 $ 4,008 $ 3,717
Biopharma.................................. 731 592 2,315 1,663
Human Health............................... 6,952 6,321 20,978 18,419
Corporate.................................. 340 626 1,020 1,274
-------- -------- ---------- ---------
$ 9,316 $ 8,801 $ 28,321 $ 25,073
======== ======== ========== =========
Amortization:
Bioproducts................................ $ 342 $ 282 $ 1,030 $ 828
Biopharma.................................. 108 117 324 309
Human Health............................... 8 - 26 6
-------- -------- ---------- ---------
$ 458 $ 399 $ 1,380 $ 1,143
======== ======== ========== =========
September 30, December 31,
2004 2003
------------- -----------
Total Assets:
Bioproducts................................ $209,519 $ 197,689
Biopharma.................................. 132,583 176,467
Human Health............................... 363,549 356,885
Corporate.................................. 46,868 47,462
-------- ---------
$752,519 $ 778,503
======== =========
(15) CONTINGENCIES
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary course
of its business activities. The Company continually assesses all known facts and
circumstances as they pertain to all legal and environmental matters and
evaluates the need for reserves and/or disclosures as deemed necessary based on
these facts and circumstances and as such facts and circumstances develop.
Environmental
In connection with laws and regulations pertaining to the protection of
the environment, the Company and/or its subsidiaries is a party to several
environmental proceedings and remediation investigations and cleanups and, along
with other companies, has been named a "potentially responsible party" for
certain waste disposal sites ("Superfund sites"). Additionally, as discussed in
the "Sale of Rutherford Chemicals" section of this Note, the Company has
retained the liability for certain environmental proceedings, associated with
the Rutherford Chemicals business. Each of these matters is subject to various
uncertainties, and it is possible that some of these matters will be decided
unfavorably against the Company. The resolution of such matters often spans
several years and frequently involves regulatory oversight and/or adjudication.
Additionally, many remediation requirements are not fixed and are likely to be
affected by future technological, site, and regulatory developments.
Consequently, the ultimate extent of liabilities with respect to such matters,
as well as the timing of cash disbursements cannot be determined with certainty.
17
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(15) CONTINGENCIES (CONTINUED)
In matters where the Company has been able to reasonably estimate its liability,
the Company has accrued for the estimated costs associated with the study and
remediation of Superfund sites not owned by the Company and the Company's
current and former operating sites. These accruals were $5,337 and $5,100 at
September 30, 2004, and December 31, 2003, respectively. The increase in the
accrual is due to currency fluctuation of $58, payments of $255 and an increase
to the reserve of $550. A portion of this increase relates to an increase in an
existing reserve associated with the on-going investigation and remediation at
the Company's Carlstadt, New Jersey location. An assessment of remedial costs
based on information currently known resulted in the increase. Based upon
currently available information and analysis, the Company's current accrual
represents management's best estimate of what it believes are the probable and
estimable costs associated with environmental proceedings.
The Company expects to receive information in the near future on three
matters, as described below, that could impact the Company's current assessment
of its probable and estimable costs and as such may require an adjustment to the
reserves.
As a result of the sale of the Bayonne, New Jersey facility (see "Sale of
Rutherford Chemicals" section of this Note), an obligation to investigate site
conditions and conduct required remediation under the New Jersey Industrial Site
Recovery Act was triggered; and the Company has retained the responsibility for
such obligation. Recently, the Company completed a Preliminary Assessment (PA)
of the Site and submitted the PA to the New Jersey Department of Environmental
Protection. The PA identified potential areas of concern based on historical
operations and proposed certain sampling at the Site. The Company has reserved
for the costs of the sampling. The sampling will be conducted during the next
several months. The results of the sampling will be used to develop an estimate
of the Company's future liability for remediation costs, if required.
In March 2000, the Company completed the acquisition of the Cambrex
Profarmaco Landen facility in Belgium. At the time of acquisition, Cambrex was
aware of certain site contamination and recorded a reserve for the estimated
costs of remediation. This property has been the subject of an extensive
on-going environmental investigation, which when completed will be followed by a
health risk assessment related to the site contamination. The results of the
environmental investigation and health risk assessment will determine the
ultimate remedial actions to be performed at the Site and it is possible that a
liability significantly different from the Company's current reserve may exist.
The Company's Cosan subsidiary conducted manufacturing operations in
Clifton, New Jersey from 1968 until 1979. In 1997, Cosan entered into an
Administrative Consent Order with the State of New Jersey Department of
Environmental Protection. Under the Administrative Consent Order, Cosan is
required to complete an investigation of the Clifton site conditions and conduct
remediation as may be necessary. The investigation of site conditions continues
and is expected to be completed in the next several months. The results of the
investigation will enable the Company to estimate its liability, if any.
The Company is involved in other matters where the range of liability is
not reasonably estimable at this time and it is not determinable when
information will become available to provide a basis for recording an accrual,
should an accrual be required.
If any of the Company's environmental matters are resolved in an
unfavorable manner these matters, either individually or in the aggregate, could
have a material adverse effect on the Company's financial condition, operating
results and cash flows when resolved in a future reporting period.
18
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(15) CONTINGENCIES (CONTINUED)
Litigation and Other Matters
Mylan Laboratories
In 1998 the Company and its subsidiary Profarmaco S.r.l. (currently known
as Cambrex Profarmaco Milano S.r.l.") ("Profarmaco") were named as defendants
(along with Mylan Laboratories, Inc. ("Mylan") and Gyma Laboratories of America,
Inc., Profarmaco's distributor in the United States) in a proceeding instituted
by the Federal Trade Commission ("FTC") in the United States District Court for
the District of Columbia (the "District Court"). The allegations arise from
exclusive license agreements between Profarmaco and Mylan covering the drug
master files for lorazepam and clorazepate, two active pharmaceutical
ingredients ("APIs"). The FTC alleged violations of the Federal Trade Commission
Act; including unlawful restraint of trade and conspiracy to monopolize markets
for the APIs. A lawsuit making similar allegations against the same parties
seeking injunctive relief and treble damages, was filed by the Attorneys General
of 31 states in the District Court on behalf of those states and persons in
those states who were purchasers of the generic pharmaceuticals.
The same parties including the Company and Profarmaco have also been named
in purported class action complaints brought by private plaintiffs in various
state courts on behalf of purchasers of the APIs in generic form, making
allegations similar to those raised in the FTC's complaint and seeking various
forms of relief including treble damages.
On February 9, 2001, a federal court in Washington, DC entered an Order
and Stipulated Permanent Injunction as part of a settlement of the FTC and
Attorneys General's suits. Under these settlement documents Mylan agreed to pay
over $140,000 on its own behalf and on behalf of most of the other defendant
companies including Cambrex and Profarmaco. In the Order and Injunction, the
settling defendants also agreed to monitor certain future conduct. The private
litigation continues.
On April 7, 2003, Cambrex reached an agreement with Mylan under which
Cambrex would contribute $12,415 to the settlement of consolidated litigation
brought by a class of direct purchasers. In exchange, Cambrex and Profarmaco
received from Mylan a release and full indemnity against future costs or
liabilities in related litigation brought by purchasers, as well as potential
future claims related to this matter. Approximately $4,415 was paid in April
2003 and an additional $1,600 was paid in April 2004 in accordance with the
agreement, with the remaining $6,400 to be paid over the next four years.
Cambrex recorded an $11,342 charge (discounted to the present value due to the
five year pay-out) in the first quarter of 2003 as a result of this settlement.
As of September 30, 2004 the outstanding balance for this liability was $5,814.
Vitamin B-3
On May 14, 1998, the Company's subsidiary, Nepera, which formerly operated
the Harriman facility and manufactured and sold niacinamide (Vitamin B-3),
received a Federal Grand Jury subpoena for the production of documents relating
to the pricing and possible customer allocation with regard to that product. In
the fourth quarter of 1999, the Company reached a settlement with the Government
concerning Nepera's alleged role in Vitamin B-3 violations from 1992 to 1995. On
October 13, 2000, the Government settlement was finalized with Nepera entering
into a voluntary plea agreement with the Department of Justice. Under this
agreement, Nepera entered a plea of guilty to one count of price fixing and
market allocation of Vitamin B-3 from 1992 to 1995 in violation of section one
of the Sherman Act and agreed to pay a fine of $4,000. Under the plea agreement,
Nepera was placed on probation for one year, which has ended. The fine was paid
in February 2001.
19
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(15) CONTINGENCIES (CONTINUED)
Nepera has been named as a defendant, along with several other companies,
in a number of private civil actions brought on behalf of alleged purchasers of
Vitamin B-3.
An accrual of $6,000 was recorded in the fourth quarter 1999 to cover the
anticipated government settlements, related litigation, and legal expenses.
Based on discussions with various plaintiffs' counsel, as well as current
estimates of expenditures for legal fees, an additional accrual of $4,400 was
established in the fourth quarter of 2001. The Company believed that the
reserves would be sufficient to cover resolution of the remaining related
litigation matters. However, during 2002, based on information developed during
the year, the Company determined that the remaining litigation matters would be
more costly than previously anticipated. Therefore, during 2002, the Company
increased reserves by $10,000. The balance of this accrual as of September 30,
2004 was approximately $3,107. This accrual has been recorded in accrued
liabilities.
Litigation in the United States under the U.S. antitrust laws was
commenced some years ago by a group of European purchasers. On motion by the
Vitamin B-3 defendants, the District Court dismissed the litigation, under the
long-standing rule that foreign purchasers cannot sue in U.S. courts under U.S.
antitrust statutes. Thereafter, the Federal Circuit Court for the District of
Columbia reversed the District Court's decision. The Vitamin B-3 defendants,
supported by the U.S. Department of Justice, appealed to the United States
Supreme Court and oral arguments were heard on April 29, 2004. In June 2004, the
United States Supreme Court ruled that foreign purchasers could not sue in U.S.
courts under U.S. antitrust statutes if the conduct at issue resulted in purely
foreign harm. However, the Court left open potential claims where foreign
injuries suffered by foreign plaintiffs were dependent upon domestic harm
resulting from conduct that violates the U.S. antitrust laws. The Court directed
the parties to file additional briefs to determine whether Plaintiffs preserved
such a claim in the underlying proceedings in which case a hearing on such a
claim would proceed in Circuit Court. The Company currently has made no accrual
for potential non-U.S. claims for this matter given the lack of historical
precedent and significant uncertainty of the outcome of the proceedings.
Sale of Rutherford Chemicals
The Company completed the sale of its Rutherford Chemicals business on
November 10, 2003. Under the agreement for the sale, the Company provided
standard representations and warranties and included various covenants
concerning the business, operations, liabilities and financial condition of the
Rutherford Chemicals business. Most of such representations and warranties will
survive for a period of thirty days after the Buyer's preparation of its audited
financial statements for year-end 2004. Therefore, claims for breaches of such
representations would have to be brought during that time frame. Certain
specified representations and warranties and covenants, such as those relating
to employee benefit matters and certain environmental matters, will survive for
longer periods and claims under such representations, warranties and covenants
could be brought during such longer periods. Under the sale agreement, the
Company has indemnified the Buyer for breaches of representations, warranties
and covenants. Indemnifications for certain but not all representations and
warranties are subject to a deductible of $750 and a cap at 25 percent of the
purchase price.
20
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(15) CONTINGENCIES (CONTINUED)
Under the agreement for sale, the Company has retained the liabilities
associated with existing general litigation matters related to Rutherford
Chemicals, including Vitamin B-3 as stated above. With respect to certain
pre-closing environmental matters, the Company retains the responsibility for:
(i) certain existing matters including violations, environmental testing for the
New York facility incinerator and off-site liabilities; and (ii) completing the
on-going remediation at the New York facility. Further, as a result of the sale
of the Bayonne, New Jersey facility, the obligation to investigate site
conditions site conditions and conduct required remediation under the provisions
of the New Jersey Industrial Site Recovery Act was triggered; and the Company
has retained the responsibility for completion of any such investigation and
remediation. With respect to all other pre-closing environmental liabilities,
whether known or unknown, the Buyer is responsible for the management of
potential future matters; however, the Buyer and the Company may share the costs
of associated remediation with respect to such potential future matters, subject
to certain limitations defined in the agreement for sale.
Class Action Matter
In October 2003, the Company was notified of a securities class action
lawsuit filed against Cambrex and five former and current Company officers. Five
class action suits were filed with the New Jersey Federal District Court. Under
the rules applicable to class action litigation, the various plaintiffs appeared
in Federal Court on January 12, 2004, and the Court designated the lead
plaintiff and selected counsel to represent the class. The cases were also
consolidated and an amended complaint was filed on March 30, 2004. The lawsuit
has been brought as a class action in the names of purchasers of the Company's
common stock from October 21, 1998 through July 25, 2003. The complaint alleges
that the Company failed to disclose in timely fashion the January 2003
accounting restatement and subsequent SEC investigation, as well as the loss of
a significant contract at the Baltimore facility.
The Company filed a motion to dismiss in May 2004. Thereafter the
plaintiff filed a reply brief. The Company responded and is awaiting a decision
from the Court. The Company considers the complaints to be substantially without
merit and will vigorously defend against them. As such, the Company has recorded
no reserves related to this matter.
Securities and Exchange Commission
The Securities and Exchange Commission ("SEC") is currently conducting an
investigation into the Company's inter-company accounting procedures from the
period 1997-2001. The investigation began in the first half of 2003 after the
Company voluntarily disclosed certain matters related to inter-company accounts
for the five-year period ending December 31, 2001 that resulted in the
restatement of the Company's financial statements for those years. To Cambrex's
knowledge, the investigation is limited to this inter-company accounting matter,
and the Company does not expect further revisions to its historical financial
statements relating to these issues. The Company is fully cooperating with the
SEC.
Other
The Company has commitments incident to the ordinary course of business
including corporate guarantees of financial assurance obligations under certain
environmental laws for remediation, closure and/or third party liability
requirements of certain of its subsidiaries and a former operating location;
contract provisions for indemnification protecting its customers and suppliers,
etc. against third party liability for manufacture and sale of Company products
that fail to meet product warranties and contract provisions for indemnification
protecting licensees against intellectual property infringement related to
licensed Company technology or processes.
21
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except per-share data)
(15) CONTINGENCIES (CONTINUED)
Additionally, as permitted under Delaware law, the Company has agreements
whereby we indemnify our officers and directors for certain events or
occurrences while the officer or director is, or was serving, at our request in
such capacity. The term of the indemnification period is for the officer's or
director's lifetime. The maximum potential amount of future payments we could be
required to make under these indemnification agreements is unlimited; however,
we have a Director and Officer insurance policy that covers a portion of any
potential exposure.
The Company currently believes the estimated fair value of its
indemnification agreements is not significant based on currently available
information, and as such, the Company has no liabilities recorded for these
agreements as of September 30, 2004.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings. While it is not possible to predict with
certainty the outcome of the Company's litigation matters and various other
lawsuits and contingencies, it is the opinion of management based on information
currently available that the ultimate resolution of these matters should not
have a material adverse effect on the Company's results of operations, cash
flows and financial position. These matters, if resolved in an unfavorable
manner, could have a material effect on the operating results and cash flows
when resolved in a future reporting period.
22
CAMBREX CORPORATION AND SUBSIDIARIES
(in thousands, except per-share data)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THIRD QUARTER 2004 VERSUS THIRD QUARTER 2003
The following tables show the gross sales of the Company's three segments, in
dollars and as a percentage of the Company's total gross sales for the quarters
ended September 30, 2004 and 2003.
Quarter Ended September 30,
2004 2003
----------------- ------------------
$ % $ %
------- ------- ------- ---------
Bioproducts.................................. $33,958 34.2% $29,607 31.1%
Biopharma.................................... 11,375 11.5 8,680 9.1
Human Health................................. 53,917 54.3 56,892 59.8
------- ----- ------- -----
Total gross sales ..................... $99,250 100.0% $95,179 100.0%
======= ===== ======= =====
The following table shows gross profit of the Company's three product segments
for the third quarter 2004 and 2003.
2004 2003
------------------- -------------------
Gross Gross Gross Gross
Profit $ Margin % Profit $ Margin %
-------- -------- -------- --------
Bioproducts.......................................... $19,040 56.1% $14,419 48.7%
Biopharma............................................ 2,060 18.1 837 9.6
Human Health......................................... 18,782 34.8 21,742 38.2
------- -------
Total.......................................... $39,882 40.2% $36,998 38.9%
======= =======
Gross sales in the third quarter 2004 increased $4,071 or 4.3% to $99,250 from
$95,179 in the third quarter 2003. Increased sales in Bioproducts and Biopharma
segments were partly offset by lower sales in the Human Health segment. Gross
sales were favorably impacted 3.7% due to exchange rates reflecting a weaker
U.S. dollar in the third quarter of 2004 versus the third quarter 2003.
Gross profit in the third quarter of 2004 was $39,882 compared to $36,998 in
2003. Gross margin percentage increased to 40.2% from 38.9% in the third quarter
of 2003. The higher gross margin percentage reflects increased margins in the
Bioproduct and Biopharma segments partially offset by lower margins in the Human
Health segment.
23
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2004 VERSUS THIRD QUARTER 2003 (CONTINUED)
The following table shows sales by geographic area for the three months ended
September 30, 2004 and 2003:
Quarter Ended September 30,
2004 2003
------- --------
North America........................................ $54,667 $51,026
Europe............................................... 36,892 38,103
Asia................................................. 4,675 3,836
Other ............................................... 3,016 2,214
------- -------
Total................................................ $99,250 $95,179
======= =======
The Bioproducts Segment gross sales in the third quarter 2004 of $33,958 were
$4,351 or 14.7% above the third quarter 2003. The Bioproducts segment sales were
favorably impacted 3.4% due to exchange rates reflecting a weaker U.S. dollar in
the third quarter 2004 versus 2003. The sales increase primarily reflects higher
sales of Research Products due to increased demand of serum and the timing of
certain Cell Biology orders, higher sales of Endotoxin Detection products due to
strong European markets and increased Bioservices sales due to the addition of a
number of new customers.
The Bioproducts margins increased primarily due to increased pricing on some
products, lower bad debt reserves due to favorable collection experience,
favorable overhead absorption on the increased sales and the favorable impact of
foreign currency.
The Biopharma Segment gross sales in the third quarter 2004 of $11,375 were
$2,695 or 31.0% above the third quarter 2003 reflecting increased suite revenue
due to new contracts signed in late 2003 and early 2004 partially offset by
those contracts which were completed in 2003. Foreign currency had no impact on
the Biopharma segment.
The Biopharma segment margin increase is primarily due to favorable overhead
absorption on the increased revenues, partially offset by higher production
costs and higher reimbursable materials expenses.
The Human Health Segment gross sales in the third quarter 2004 of $53,917 were
$2,975 or 5.2% below the third quarter 2003. Human Health sales were favorably
impacted 4.4% due to exchange rates reflecting a weaker U.S. dollar in the third
quarter 2004 versus 2003. The decrease in gross sales primarily results from
lower sales of cardiovascular, analgesic and central nervous system APIs and
crop protection and feed additives due to strong competition and lower demand.
The timing of shipments within the year of an advanced intermediate for an
end-stage renal disease and amphetamines also impacted gross sales. These
decreases were partially offset by higher demand for custom development products
particularly in the United States and increased sales of diuretic and
Alzheimer's treatment APIs due to strong demand.
Human Health segment gross margins decreased due to unfavorable impact of
foreign currency translation, pricing pressures on certain generic API's and
feed additives and unfavorable overhead absorption due to lower production
partially offset by favorable overhead spending.
Selling, general and administrative expenses of $25,645 or 25.8% of gross sales
in the third quarter 2004 increased from $22,958, or 24.1% of gross sales in the
third quarter 2003. This increase is due primarily to additional sales and
marketing personnel in our Human Health and Bioproducts segments, higher
spending for advertising and promotions, the impact of foreign currency and
higher administration personnel.
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2004 VERSUS THIRD QUARTER 2003 (CONTINUED)
Research and development expenses of $4,512 were 4.5% of gross sales in the
third quarter 2004, compared to $4,061 or 4.3% of gross sales in the third
quarter 2003. The increase in expense primarily reflects higher lab spending and
the impact of foreign currency.
In the third quarter of 2004, the Company reconsidered whether the carrying
value of the goodwill related to its Baltimore reporting unit, which is a
component of the Biopharma segment, may not be recoverable due to the lowering
of Baltimore's revenue and operating income forecasts for the remainder of 2004
and beyond versus prior projections. The Company tested for impairment and
determined that the carrying value exceeded its fair value, as determined by
using a discounted cash flow model. Management retained valuation specialists to
assist in the valuation of its tangible and identifiable intangible assets for
purposes of determining the implied fair value of goodwill. Upon completion of
the assessment, the Company recorded a non-cash impairment charge of $48,720 to
reduce the carrying value of goodwill in the Baltimore reporting unit to its
estimated fair value of $65,584.
The operating loss in the third quarter of 2004 was $38,995 including the
goodwill impairment of $48,720 discussed above compared to operating profit of
$9,979 in the third quarter of 2003. The 2004 results, excluding the goodwill
impairment, reflect higher selling, general and administration expense offset by
increased gross sales and higher gross margin.
Net interest expense of $2,854 in the third quarter 2004 decreased $397 from the
third quarter of 2003 primarily reflecting lower average debt. The average
interest rate was 5.51% in the third quarter of 2004 versus 5.35% in the third
quarter of 2003.
The Company recorded tax expense of $2,555 for the third quarter of 2004
compared to $21,709 in the third quarter 2003. During the third quarter 2003,
the Company concluded that $19,780 of domestic deferred tax assets were deemed
unlikely to be realized, and as such, valuation allowances for this amount were
recorded against these assets. Since that time, the Company has maintained a
full valuation allowance on its domestic net deferred tax assets and no tax
benefit has been recognized for domestic pre-tax losses. Accordingly, for the
three months ended September 30, 2004 a full valuation allowance of the
Company's domestic net deferred tax assets generated during the third quarter of
2004, including those related to the goodwill impairment charge, was recorded.
The Company will continue to record a full valuation allowance on its domestic
net deferred tax assets until an appropriate level of domestic profitability is
sustained or tax strategies can be developed that would enable the Company to
conclude that it is more likely than not that a portion of the domestic net
deferred assets would be realized. If the Company continues to report pre-tax
losses in the United States, income tax benefits associated with those losses
will not be recognized and, therefore, those losses would not be reduced by such
income tax benefits. Additionally, should domestic losses continue, it is
possible that certain tax planning strategies preserving certain domestic tax
assets could be deemed inadequate, resulting in additional valuation allowances
in the future. The carryforward periods for foreign tax credits, research and
experimentation tax credits, net operating losses, and the federal alternative
minimum tax credits are 10 years, 20 years, 20 years and an indefinite period,
respectively. As such, improvements in domestic pre-tax income in the future may
result in these tax benefits ultimately being realized. However, there is no
assurance that such improvements will be achieved.
The loss from continuing operations in the third quarter of 2004 was $44,195 or
$1.69 per diluted share versus a loss of $14,901, or $0.58 per diluted share in
the same period a year ago.
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2004 VERSUS THIRD QUARTER 2003 (CONTINUED)
In the fourth quarter 2003, the Company completed the sale of the Rutherford
Chemicals business and as a result the business is classified as a discontinued
operation for all periods presented. In the third quarter of 2004, the Company
recorded an additional $236 charge to discontinued operations due primarily to
revised estimates of environmental liabilities related to Rutherford Chemicals.
In the third quarter 2003, the company recorded a loss from discontinued
operations of $54,611 due primarily to the sale of the Rutherford Chemicals
business and the resulting write-down of assets.
Net loss in the third quarter of 2004 was $44,431, or $1.70 per diluted share
versus a net loss of $69,512, or $2.70 per diluted share in the same period a
year ago.
COMPARISON OF NINE MONTHS 2004 VERSUS NINE MONTHS 2003
2004 2003
--------------------- ------------------
$ % $ %
-------- -------- --------- -------
Bioproducts.......................................... $102,190 31.7% $ 89,383 29.4%
Biopharma............................................ 31,739 9.9 31,497 10.4
Human Health......................................... 187,864 58.4 182,646 60.2
-------- ----- --------- -----
Total gross sales ................................... $321,793 100.0% $ 303,526 100.0%
======== ===== ========= =====
The following table shows gross sales and gross profit of the Company's three
product segments for the nine months ended September 30, 2004 and 2003.
2004 2003
--------------------- -------------------
Gross Gross Gross Gross
Profit $ Margin % Profit $ Margin %
-------- -------- -------- -------
Bioproducts.......................................... $ 55,624 54.4% $ 45,007 50.4%
Biopharma............................................ 4,326 13.6 8,158 25.9
Human Health......................................... 67,170 35.8 69,296 37.9
-------- --------
Total.......................................... $127,120 39.5% $122,461 40.3%
======== ========
Gross sales for the first nine months of 2004 increased 6.0% to $321,793 from
$303,526 in the first nine months of 2003. All three segments reflect an
increase in sales. Gross sales were favorably impacted 4.5% due to exchange
rates reflecting a weaker U.S. dollar in the first nine months of 2004 versus
the first nine months of 2003.
Gross profit in the first nine months of 2004 was $127,120 compared to $122,461
in the first nine months of 2003. Gross margin percentage decreased to 39.5%
from 40.3% in the first nine months of 2003. The reduced gross margin percentage
reflects lower margins in the Human Health and Biopharma segments partially
offset by higher margins in the Bioproduct segment.
26
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF NINE MONTHS 2004 VERSUS NINE MONTHS 2003 (CONTINUED)
The following table shows sales by geographic area for the nine months ended
September 30, 2004 and 2003:
Nine Months Ended September 30,
--------------------------------
2004 2003
------------- -----------
North America........................................ $165,350 $155,988
Europe............................................... 134,745 128,926
Asia................................................. 12,573 11,522
Other ............................................... 9,125 7,090
-------- --------
Total................................................ $321,793 $303,526
======== ========
The Bioproducts Segment gross sales in the first nine months of 2004 of $102,190
were $12,807 or 14.3% above the first nine months of 2003. The Bioproducts
segment sales were favorably impacted 4.1% due to exchange rates reflecting a
weaker U.S. dollar in the first nine months of 2004 versus 2003. The sales
increase primarily reflects higher sales across most product categories
including Research Products, Endotoxin Detection products and Bioservices sales
due to stronger demand, higher pricing, new products and customers and
investments in sales and marketing.
The Bioproducts margins increased primarily due to increased pricing across most
product categories, lower bad debt reserves due to favorable collections and the
favorable impact of foreign currency.
The Biopharma Segment gross sales in the first nine months of 2004 of $31,739
were $242 or 0.8% above the first nine months of 2003 reflecting increased suite
fees partially offset by lower process development and other labor revenues. The
increased suite fees reflect a number of new contracts in 2004 offset by the
loss of a Biopharmaceutical customer in July 2003 whose product failed to
receive FDA approval and the completion of other contracts in 2003. Foreign
currency had no impact on the Biopharma segment.
The Biopharma segment margin decline is primarily due to higher production costs
including increased material expenses.
The Human Health Segment gross sales for the first nine months of 2004 of
$187,864 were $5,218 or 2.9% above the first nine months of 2003. Human Health
sales were favorably impacted 5.5% due to exchange rates reflecting a weaker
U.S. dollar in the first nine months 2004 versus 2003. The decrease, excluding
currency, results from lower sales of a gastrointestinal and endocrine APIs due
to timing of shipments as customers built-up inventory in 2003, lower sales of
cardiovascular APIs, contract intermediates used in the manufacture of allergy
and anti-viral APIs and a feed additive due to strong competition and lower
demand. These decreases were partially offset by higher demand for custom
development products particularly in the United States and increased sales of
Alzheimer's treatment API.
Human Health segment gross margins decreased due to pricing pressures on certain
generic API's and feed additives and the unfavorable impact of foreign currency
translation partially offset by favorable overhead spending and product mix.
Selling, general and administrative expenses of $77,863 or 24.2% of gross sales
in the first nine months of 2004 increased from $71,033, or 23.4% of gross sales
in the first nine months of 2003. This increase is due primarily to the impact
of foreign currency, additional personnel in sales, marketing and administrative
functions and higher spending for advertising and promotions.
27
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF NINE MONTHS 2004 VERSUS NINE MONTHS 2003 (CONTINUED)
Research and development expenses of $13,899 were 4.3% of gross sales in the
first nine months of 2004, compared to $12,576 or 4.1% of gross sales in the
first nine months of 2003. The increase primarily reflects additional personnel
and lab expenses and the impact of foreign currency.
In the third quarter of 2004, the Company reconsidered whether the carrying
value of the goodwill related to its Baltimore reporting unit, which is a
component of the Biopharma segment, may not be recoverable due to the lowering
of Baltimore's revenue and operating income forecasts for the remainder of 2004
and beyond versus prior projections. The Company tested for impairment and
determined that the carrying value exceeded its fair value, as determined by
using a discounted cash flow model. Management retained valuation specialists to
assist in the valuation of its tangible and identifiable intangible assets for
purposes of determining the implied fair value of goodwill. Upon completion of
the assessment, the Company recorded a non-cash impairment charge of $48,720 to
reduce the carrying value of goodwill in the Baltimore reporting unit to its
estimated fair value of $65,584.
The operating loss in the first nine months of 2004 was $11,499 including the
$48,720 impairment charge compared to operating profit of $27,510 in the first
nine months of 2003. The first nine months of 2004 also includes $2,863 of
income due to the early termination of a Bioproducts customer contract and an
unrelated $1,000 charge associated with the reorganization and related workforce
reductions at a European facility. These items are recorded as other, net
operating expenses. The first nine months of 2003 results include an $11,342
charge for the settlement of certain class action lawsuits involving Mylan
laboratories. Excluding these items, the lower operating profit in the first
nine months of 2004 reflects the higher operating expenses and lower gross
margins partially offset by the increased gross sales.
Net interest expense of $8,471 in the first nine months of 2004 increased $170
from the first nine months of 2003 primarily reflecting higher interest rates
partially offset by lower average debt. The average interest rate was 5.63% in
the first nine months of 2004 versus 4.51% in the first nine months of 2003.
The Company recorded tax expense of $9,978 for the first nine months of 2004 as
compared to $25,241 in the first nine months of 2003. During the first nine
months of 2003, the Company concluded that approximately $19,780 of domestic
deferred tax assets were deemed unlikely to be realized, and as such, valuation
allowances for this amount were recorded against these assets. Since that time,
the Company has maintained a full valuation allowance on its domestic net
deferred tax assets and no tax benefit has been recognized for domestic pre-tax
losses. Accordingly, for the nine months ended September 30, 2004, including
those related to the goodwill impairment charge, a full valuation allowance of
the Company's domestic net deferred tax assets generated during the first nine
months of 2004 was recorded.
The loss from continuing operations in the first nine months of 2004 was $29,887
or $1.15 per diluted share versus a loss of $5,825, or $0.23 per diluted share
in the same period a year ago.
In the fourth quarter 2003, the Company completed the sale of the Rutherford
Chemicals business and as a result the business is classified as a discontinued
operation for all periods presented. In the first quarter of 2004, the Company
concluded its negotiations of the post-closing working capital adjustment and
recorded a $742 charge to discontinued operations to reflect the change in the
adjustment, along with legal and other expenses related to the sale of
Rutherford Chemicals. In the third quarter of 2004, the Company recorded an
additional $236 charge to discontinued operations due primarily to revised
estimates of environmental liabilities related to Rutherford Chemicals. For the
nine months of 2003, the company recorded loss from discontinued operations of
$53,277 due primarily to the sale of the Rutherford Chemicals business and the
resulting write-down of assets.
28
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF NINE MONTHS 2004 VERSUS NINE MONTHS 2003 (CONTINUED)
The net loss in the first nine months of 2004 was $30,865, or $1.18 per diluted
share versus a net loss of $59,102, or $2.29 per diluted share in the same
period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 2004, the Company generated cash
flows from operations totaling $38,338, a decrease of $14,155 versus the same
period a year ago. The decrease in operating cash flows in the first nine months
of 2004 versus the first nine months of 2003 is due primarily to lower net
income (excluding non-cash items such as the goodwill impairment in 2004 and the
write-down of Rutherford Chemicals assets, domestic tax valuation allowance and
non-cash Mylan expenses in 2003), the loss of cash flows from Rutherford
Chemicals and an increase of inventories due to timing of shipments partially
offset by an increase of deferred revenue.
Capital expenditures from continuing operations were $27,749 in the first nine
months of 2004 as compared to $27,251 in 2003. In 2004, the funds were primarily
used for a suite expansion at a Biopharma manufacturing plant, cell therapy
manufacturing capabilities at a Bioproducts facility and new research and
development labs at a Human Health facility.
Cash flows provided by financing activities in the first nine months of 2004
were $9,565 versus a use of cash of $18,627 in 2003. The 2004 cash provided by
financing activities included net borrowings of $8,109 and proceeds from stock
options exercised of $4,005, partially offset by dividends paid of $2,330. The
2003 use of cash includes net repayments of debt of $14,008, dividends paid of
$2,316 and the purchase of treasury stock of $2,420.
During the first nine months of 2004 and 2003, the Company paid cash dividends
of $0.09 per share.
Management believes that existing sources of capital, together with cash flows
from operations, will be sufficient to meet foreseeable cash flow requirements.
29
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and Rule 3B-6 under The
Securities Exchange Act of 1934, including, without limitation, statements
regarding expected performance, especially expectations with respect to sales,
research and development expenditures, earnings per share, capital expenditures,
acquisitions, divestitures, collaborations, or other expansion opportunities.
These statements may be identified by the fact that they use words such as
"expects," "anticipates," "intends," "estimates," "believes" or similar
expressions in connection with any discussion of future financial and operating
performance. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this Form 10-Q. The
forward-looking statements contained herein are based on current plans and
expectations and involve risks and uncertainties that could cause actual
outcomes and results to differ materially from current expectations including
but not limited to factors that could affect the Company's forward-looking
statements relating to the resolution of the material weaknesses in internal
controls discussed in Item 4 of this Quarterly Report including, among other
things: the Company's ability to fully resolve the weaknesses within the period
discussed in Item 4; the Company's ability to identify and retain qualified and
experienced personnel on both a short and long term basis in its tax department;
the Company's ability to design and maintain policies and procedures which
enable the Company to avoid any reoccurrence of the matters which gave rise to
the material weaknesses; the Company's ability to implement policies and
procedures including documentation that meets the internal control over
financial reporting requirements of the rules adopted by the Commission pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, global economic trends,
pharmaceutical outsourcing trends, competitive pricing or product developments,
government legislation and/or regulations (particularly environmental issues),
tax rate, technology, manufacturing and legal issues, changes in foreign
exchange rates, performance of minority investments, uncollectable receivables,
loss on disposition of assets, cancellation or delays in renewal of contracts,
lack of suitable raw materials or packaging materials and the risks and other
factors described under the caption "Risk Factors That May Affect Future
Results" included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2003. Any forward-looking statement speaks only as of the date on
which it is made, and the Company undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise. New factors emerge from time to time and it is not possible
for us to predict which will arise. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
30
ITEM 4. CONTROLS AND PROCEDURES
With the participation of the Company's Chief Executive Officer and Chief
Financial Officer, management has evaluated the effectiveness of the Company's
`disclosure controls and procedures' (as defined in the Rules 13a-15(e) under
the Securities Exchange Act of 1934 (the `Exchange Act')) as of the end of the
period covered by this quarterly report. Disclosure controls and procedures are
designed to provide reasonable assurance that the Company is able to meet the
objective of filing reports under the Exchange Act that contain disclosure which
is recorded, processed, summarized and reported pursuant to the disclosure
requirements and within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based on such evaluation, including
consideration of the matter discussed below, the Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures were effective at the reasonable assurance level at September 30,
2004.
In February of 2004, senior management and the Company's Audit Committee were
informed by the Company's independent auditors, PricewaterhouseCoopers LLP, that
there were material weaknesses (as defined in AU 325, Communication of Internal
Control Related Matters Noted in an Audit, of the AICPA Professional Standards)
in the Company's internal controls relating to the adequacy of documentation and
level of personnel within the Company's corporate tax department. The
insufficient documentation and inadequate level of human resources within the
tax department led to untimely identification and resolution of certain tax
accounting matters that included matters leading to a restatement of the
Company's third quarter 2003 results. These matters included: (i) a valuation
allowance to the Provision for income taxes of $5.4 million for deferred tax
assets arising from unrealized interest rate swap losses and minimum pension
liabilities, the benefits of which had previously been included in Accumulated
other comprehensive income (loss); and (ii) a $1.9 million reduction to Loss
from discontinued operations due to the reversal of deferred tax liabilities
related to the Rutherford Chemicals segment that were not previously taken into
consideration in determining such loss from discontinued operations.
The Company has taken and is taking the following actions to address these
weaknesses in its tax department:
- Hired a Vice President of Tax in late July 2004 and a Director of
Tax in September 2004. Both individuals have significant domestic
and international tax experience within publicly traded companies;
- Contracted with the Company's external tax advisers for a senior
level tax professional to review the Company's tax structure and tax
accounting processes in order to provide an additional layer of
assurance related to the quarterly tax accounting. This additional
layer of review was performed on the first and second quarter 2004
tax accounting with no significant findings noted. With the hiring
of new tax personnel this additional level of review for the third
quarter of 2004 was discontinued;
- Retained a consultant with significant experience in managing
corporate tax functions to review and complete documentation of
critical procedures within the corporate tax department,
specifically, including documentation requirements, in order to
strengthen the reliability and timeliness of the Company's tax
accounting and to prepare for internal control audits pursuant to
Sarbanes-Oxley Section 404;
- Increased the level of involvement of its external tax advisers
pertaining to, among other things, the adequacy and design of the
Company's tax strategies and entity structure;
- Increased the level of review and discussion of significant tax
matters and supporting documentation with senior finance management;
31
CONTROLS AND PROCEDURES (CONTINUED)
- Increased the level of discussion and review of tax accounting
matters with the Company's independent auditors.
The Company continues to respond to these weaknesses and currently expects that
they will be resolved by the end of 2004. Management believes these weaknesses
do not have a material effect on the Company's consolidated financial statements
for the period ending September 30, 2004.
As a result of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules
issued thereunder, the Company will be required to include in its Annual Report
on Form 10-K for the year ending December 31, 2004 a report on management's
assessment of the effectiveness of the Company's internal controls over
financial reporting. The Company's independent registered public accountants
will also be required to attest to and report on management's assessment.
As part of the process of preparing for compliance with these requirements, in
2003, the Company initiated a review of its internal controls over financial
reporting. As part of this review, management has been engaged in a process to
document and evaluate the Company's internal controls over financial reporting.
In this regard, management has dedicated internal resources, engaged outside
consultants and adopted a detailed plan to (i) document the Company's internal
controls over financial reporting, (ii) assess the adequacy of the Company's
internal controls over financial reporting, (iii) take steps to improve control
processes where appropriate and (iv) validate through testing that controls are
functioning as documented. This documentation, evaluation and testing process
will continue throughout the remainder of this year. There can be no assurance
that deficiencies or weaknesses in the design or operation of internal controls
over financial reporting will not be found and, if found, that the Company will
have sufficient time to remediate any such deficiencies or weaknesses and
perform testing procedures before the end of the year.
32
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS.
Purchases of equity securities by the issuer and affiliated purchasers.
(d) Maximum Number
(c) Total Number of (or Approximate Dollar
Shares (or Units) Value) of Shares (or
(a) Total Number (b) Average Purchased as Part of Units) that May Yet Be
of Shares (or Price Paid per Publicly Announced Purchased Under the
Period Units) Purchased Share (Or Unit) Plans or Programs Plans or Programs
- -------------- ---------------- --------------- -------------------- -----------------------
July 1-31, 2004 9,316 $23.50 - 580,700
August 1-31, 2004 - - - 580,700
September 1-30, 2004 - - - 580,700
----- ------ --
Total 9,316 $23.50 -
ITEM 4. MATTERS SUBMITTED TO A VOTE OF SECURITIES HOLDERS.
Refer to Form 10Q for quarterly period ended March 31, 2004.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
1. Exhibit 31.1 - CEO Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
2. Exhibit 31.2 - CFO Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
3. Exhibit 32.1 - CEO Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
4. Exhibit 32.2 - CFO Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K
The following are the Form 8-Ks filed (or furnished) during the
Third Quarter, 2004:
September 28, 2004 regarding the press release dated September 27,
2004 announcing revised outlook for 2004.
August 26, 2004 reporting under Item 5.02 that James A. Mack retired
as President and Chief Executive Officer effective August 23, 2004
and Cambrex appointed John R. Leone as President and Chief Executive
Officer and a member of the Board of Directors effective August 23,
2004.
July 23, 2004 regarding the press release dated July 22, 2004
announcing its financial results for the second quarter of 2004 and
providing guidance for the balance of 2004.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBREX CORPORATION
By /s/ Luke M. Beshar
--------------------------------
Luke M. Beshar
Executive Vice President and
Chief Financial Officer
(On behalf of the Registrant and
as the Registrant's Principal
Financial Officer)
Date: November 5, 2004
34