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CONFORMED
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 March 31, 2005
--------------
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
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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 April 30, 2005, there were 26,395,102 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended March 31, 2005
Table of Contents
Page No.
--------
Part I Financial information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets as of
March 31, 2005 and December 31, 2004 2
Consolidated income statements
for the three months ended March 31, 2005 and 2004 3
Consolidated statements of cash flows
for the three months ended March 31, 2005 and 2004 4
Notes to unaudited consolidated financial statements 5 - 19
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 20 - 24
Item 4. Controls and Procedures 25
Part II Other information
Item 2. Changes in Securities and Use of Proceeds 26
Item 4. Matters Submitted to a Vote of Securities Holders 26
Item 6. Exhibits 26
Signatures 27
Part 1 - FINANCIAL INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
March 31, December 31,
2005 2004
--------- ------------
ASSETS
Current assets:
Cash and cash equivalents ............................. $ 91,375 $ 91,532
Trade receivables, net ................................ 67,076 68,370
Inventories, net ...................................... 96,875 91,039
Deferred tax assets ................................... 4,291 2,605
Prepaid expenses and other current assets ............. 16,937 20,825
--------- ---------
Total current assets ................................ 276,554 274,371
Property, plant and equipment, net ....................... 272,148 280,790
Goodwill ................................................. 175,359 176,275
Other intangible assets, net ............................. 54,639 54,381
Other assets ............................................. 5,226 6,168
--------- ---------
Total assets ........................................ $ 783,926 $ 791,985
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ...................................... $ 35,894 $ 38,552
Accrued liabilities ................................... 49,516 52,181
Short-term debt and current portion of long-term debt . 1,400 1,400
--------- ---------
Total current liabilities ........................... 86,810 92,133
Long-term debt ........................................... 234,602 226,187
Deferred tax liabilities ................................. 21,887 21,686
Other non-current liabilities ............................ 60,139 60,663
--------- ---------
Total liabilities ................................... 403,438 400,669
--------- ---------
Stockholders' equity:
Common stock, $.10 par value; issued 28,827,891 and
28,825,603 shares at respective dates ............. 2,883 2,883
Additional paid-in capital ............................ 215,513 213,120
Retained earnings ..................................... 179,102 175,804
Treasury stock, at cost; 2,435,539 and 2,593,129
shares at respective dates ......................... (20,701) (21,991)
Deferred compensation ................................. (4,107) (1,982)
Accumulated other comprehensive income ................ 7,798 23,482
--------- ---------
Total stockholders' equity .......................... 380,488 391,316
--------- ---------
Total liabilities and stockholders' equity .......... $ 783,926 $ 791,985
========= =========
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
March 31,
-----------------------
2005 2004
--------- ---------
Gross sales ............................................ $ 110,462 $ 113,549
Commissions & allowances ............................ 989 959
--------- ---------
Net sales .............................................. 109,473 112,590
Other revenues ...................................... 2,460 3,042
--------- ---------
NET REVENUES ........................................... 111,933 115,632
Cost of goods sold ..................................... 68,671 70,161
--------- ---------
GROSS PROFIT ........................................... 43,262 45,471
Operating expenses:
Selling, general and
administrative expenses .......................... 26,497 27,437
Research and development expenses ................... 5,858 4,743
Other, net .......................................... -- (1,863)
--------- ---------
Total operating expenses .......................... 32,355 30,317
OPERATING PROFIT ....................................... 10,907 15,154
Other expenses:
Interest expense, net ............................... 2,730 2,929
Other expense, net .................................. 190 127
--------- ---------
Income from continuing operations
before income taxes ................................. 7,987 12,098
Provision for income taxes .......................... 3,897 4,339
--------- ---------
INCOME FROM CONTINUING OPERATIONS ...................... 4,090 7,759
DISCONTINUED OPERATIONS (NOTE 8)
Loss from discontinued operations net of provision for
income taxes of $0 .................................. -- (742)
--------- ---------
Net income ............................................. $ 4,090 $ 7,017
========= =========
Basic earnings per share:
Income from continuing operations ................... $ 0.16 $ 0.30
Loss from discontinued operations ................... -- (0.03)
--------- ---------
Net income .......................................... 0.16 0.27
Diluted earnings per share:
Income from continuing operations ................... 0.15 0.29
Loss from discontinued operations ................... -- (0.03)
--------- ---------
Net income .......................................... 0.15 0.26
Weighted average shares outstanding:
Basic ............................................... 26,346 26,001
Effect of dilutive stock options .................... 284 604
--------- ---------
Diluted ............................................. 26,630 26,605
Cash dividends paid per share .......................... $ 0.03 $ 0.03
========= =========
See accompanying notes to unaudited consolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Three months ended
March 31,
----------------------
2005 2004
-------- --------
Cash flows from operating activities:
Net income ............................................ $ 4,090 $ 7,017
Depreciation and amortization ......................... 9,944 10,747
Deferred income tax provision ......................... -- 472
Changes in assets and liabilities:
Receivables, net .................................... (690) 1,024
Inventories ......................................... (8,821) (5,046)
Prepaid expenses and other current assets ........... (399) 5,080
Accounts payable and accrued liabilities ............ (1,127) 3,099
Income taxes payable ................................ 2,027 2,200
Other non-current assets and liabilities ............ 2,943 (775)
-------- --------
Net cash provided by operating activities ............. 7,967 23,818
-------- --------
Cash flows from investing activities:
Capital expenditures .................................. (9,046) (7,224)
Other investing activities ............................ (2,643) (412)
-------- --------
Net cash used in investing activities ................. (11,689) (7,636)
-------- --------
Cash flows from financing activities:
Dividends paid ........................................ (792) (786)
Net increase in short-term debt ....................... -- 2,111
Long-term debt activity (including current portion):
Borrowings .......................................... 24,814 5,300
Repayments .......................................... (16,387) (15,241)
Proceeds from stock options exercised ................. 32 3,929
Other financing activities ............................ 111 (63)
-------- --------
Net cash provided by/(used in) financing activities . 7,778 (4,750)
-------- --------
Effect of exchange rate changes on cash .................. (4,213) (2,044)
-------- --------
Net (decrease)/increase in cash and cash equivalents ..... (157) 9,388
-------- --------
Cash and cash equivalents at beginning of period ......... 91,532 64,294
-------- --------
Cash and cash equivalents at end of period ............... $ 91,375 $ 73,682
======== ========
See accompanying notes to unaudited consolidated financial statements.
4
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated by the context, "Cambrex" or the "Company" means
Cambrex Corporation and 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 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, 2004.
The results of operations for the three months ended March 31, 2005 are not
necessarily indicative of the results to be expected for the full year.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Inventory Costs
In November 2004, the FASB published SFAS No. 151 "Inventory Costs - an
amendment of ARB No. 43, Chapter 4". SFAS No. 151 amends the guidance in ARB No.
43, Chapter 4, "Inventory Pricing" to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). This Statement requires that those items be recognized as
current-period charges regardless of whether they meet the criteria of "so
abnormal". In addition, this Statement requires that allocation of fixed
production overheads to the cost of conversion be based on the normal capacity
of the production facility. This Statement will be effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. An earlier
application of the new amendment is permitted for inventory costs incurred
during fiscal years beginning after the date of the issuance of this Statement.
The Company is reviewing SFAS No. 151 to determine its impact on the Company's
financial position or results of operations.
Share-Based Payment
In December 2004, the FASB published SFAS No. 123R (revised 2004)
"Share-Based Payment". SFAS No. 123R supersedes APB Opinion No. 25 "Accounting
for Stock Issued to Employees" and its related implementation guidance. This
Statement eliminates the alternative to use APB Opinion No. 25's intrinsic value
method of accounting that was provided in Statement No. 123 as originally
issued. This Statement requires entities to recognize the cost of employee
services received in exchange for awards of equity instruments based on the
grant-date fair value of those awards (with limited exceptions). This Statement
applies to all awards granted after the required effective date and to awards
modified, repurchased, or cancelled after that date. The cumulative effect of
initially applying this Statement, if any, is recognized as of the required
effective date and is based on the transition methodology applied. In April
2005, the SEC issued guidance announcing that public companies will now be
required to adopt SFAS No. 123R by their first fiscal year beginning on or after
June 15, 2005. The Company is in the process of reviewing the SFAS No. 123R
implementation and determining its transition methodology and its impact on the
Company's financial position in 2006.
Conditional Asset Retirement Obligations
In March 2005, the Financial Accounting Standards Board issued Interpretation
Number 47, "Accounting for Conditional Asset Retirement Obligations" ("FIN 47").
This statement clarifies the meaning of the term "conditional
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
asset retirement" as used in Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" and clarifies when an entity
has sufficient information to reasonably estimate the fair value of an asset
retirement obligation. The statement requires the accelerated recognition of
certain asset retirement obligations when a fair value of such obligation can be
estimated. This statement becomes effective for the Company in the fourth
quarter of 2005. The Company is currently evaluating the effect of adoption of
this statement.
(3) STOCK BASED COMPENSATION
As of March 31, 2005, 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 Chief Executive Officer was granted 150,000 incentive
stock appreciation rights. In the fourth quarter 2003 these rights vested and,
as such, the employee is entitled to a cash settlement or the equivalent value
of Cambrex stock 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 the employee's retirement. 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
first quarter of 2005 and 2004, the Company recorded approximately $870 in
compensation benefit and $245 in compensation expense, respectively.
Three Months Ended
March 31,
---------
2005 2004
---- ----
Net income, as reported ................. $ 4,090 $ 7,017
Add: stock based compensation
included in reported net income ...... (650) 483
Deduct: stock-based compensation
expenses determined using fair value
method ............................... (729) (1,617)
--------- ---------
Proforma net income ..................... $ 2,711 $ 5,883
Earnings per share:
Basic - as reported .................. $ 0.16 $ 0.27
Basic - proforma ..................... $ 0.10 $ 0.23
Diluted - as reported ................ $ 0.15 $ 0.26
Diluted - proforma ................... $ 0.10 $ 0.22
6
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) GOODWILL AND 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 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.
The changes in the carrying amount of goodwill for the three months ended
March 31, 2005, are as follows:
Human
Bioproducts Biopharma Health
Segment Segment Segment Total
------- ------- ------- -----
Balance as of January 1, 2005 ... $ 55,306 $ 76,618 $ 44,351 $ 176,275
Final Purchase Price
Payment and Adjustment for
Genolife acquisition ............ 1,286 0 0 1,286
Cumulative Translation Effect ... (367) 0 (1,835) (2,202)
--------- --------- --------- ---------
Balance as of March 31, 2005 .... $ 56,225 $ 76,618 $ 42,516 $ 175,359
========= ========= ========= =========
Other intangible assets that are not subject to amortization, consist of
the following:
As of As of
March 31, December 31,
2005 2004
---- ----
Proprietary Process ... $ 1,675 $ 1,675
Trademarks ............ 33,898 33,898
--------- ---------
Total ............. $ 35,573 $ 35,573
========= =========
Other intangible assets, which will continue to be amortized, consist of
the following:
As of March 31, As of December 31,
2005 2004
---- ----
Patents $ 5,632 $ 5,792
Proprietary Process ........... 9,284 8,189
Supply Agreements ............. 2,110 2,110
Trademarks .................... 1,384 1,384
Unpatented Technology ......... 5,912 5,912
Other ......................... 2,464 2,674
Fully Amortized Assets* ....... 2,883 2,883
-------- --------
Total ...................... 29,669 28,944
-------- --------
Accumulated Amortization ...... (10,603) (10,136)
-------- --------
Net ........................... $ 19,066 $ 18,808
======== ========
7
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) GOODWILL AND INTANGIBLE ASSETS - (CONTINUED)
*This category includes certain fully amortized patents, proprietary
process and non-compete agreements.
Amortization expense for the quarters ended March 31, 2005 and 2004 were
$539 and $472, respectively.
The expected amortization expense related to intangible assets in the
future is as follows:
For the year ended December 31, 2005....... $2,230
For the year ended December 31, 2006....... $2,173
For the year ended December 31, 2007....... $2,130
For the year ended December 31, 2008....... $1,848
For the year ended December 31, 2009....... $1,687
(5) INCOME TAXES
The Company's domestic net deferred tax assets at March 31, 2005 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. Since September 30, 2003 the Company has maintained a full
valuation allowance against its domestic net deferred tax assets and will
continue to do so 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 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
benefit related to the domestic loss generated by the operation or sale of
Rutherford Chemicals for the same reasons as those identified above.
On October 22, 2004, the President signed the American Jobs Creation Act of
2004 (the "Act"). The Act creates a temporary incentive for U.S. corporations to
repatriate accumulated income earned abroad by providing an 85% dividends
received deduction for certain dividends from controlled foreign corporations.
The deduction is subject to a number of limitations and uncertainty remains as
to how to interpret numerous provisions in the Act. The Company is evaluating
whether, and to what extent, it may repatriate foreign earnings that have not
yet been remitted to the U.S.
8
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(6) INVENTORIES
Inventories are stated at the lower of standard cost, determined on a
first-in, first-out basis, or market.
Inventories at March 31, 2005 and December 31, 2004 consist of the
following:
March 31, December 31,
2005 2004
--------- ------------
Finished goods ... $48,383 $45,002
Work in process .. 25,150 23,658
Raw materials .... 18,566 17,222
Supplies ......... 4,776 5,157
------- -------
Total ......... $96,875 $91,039
======= =======
(7) LONG-TERM DEBT
Long-term debt at March 31, 2005 and December 31, 2004 consists of the
following:
March 31, December 31,
2005 2004
--------- ------------
Bank credit facilities .. $ 128,800 $ 120,000
Senior notes ............ 100,000 100,000
Capitalized leases ...... 6,934 7,280
Notes payable ........... 268 307
--------- ---------
Subtotal ............. 236,002 227,587
Less: current portion .. (1,400) (1,400)
--------- ---------
Total ................ $ 234,602 $ 226,187
========= =========
The Company met all bank covenants for the first three months of 2005 and
the full year 2004.
9
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(8) DISCONTINUED OPERATIONS - SALE OF RUTHERFORD CHEMICALS
On November 10, 2003 the Company completed the sale of Rutherford
Chemicals. 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 from 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, resulted in an additional $742 charge to discontinued operations in
the first quarter 2004. This loss was not tax effected as more fully explained
in Note #5.
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 #14.
(9) COMPREHENSIVE INCOME
The following table shows the components of comprehensive loss for the
three months ended March 31, 2005 and 2004:
For the three months ended
March 31,
---------
2005 2004
-------- --------
Net income ............................................... $ 4,090 $ 7,017
Foreign currency translation ............................. (14,911) (10,778)
Unrealized loss on hedging contracts ..................... (708) (953)
Unrealized (gain)/loss on available for sale securities .. (65) 24
Minimum pension liability ................................ -- (2,822)
-------- --------
Total ................................................. $(11,594) $ (7,512)
======== ========
10
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) OTHER REVENUE
Other revenue of $2,460 and $3,042 in the first quarter of 2005 and 2004,
respectively, consists primarily of realized gains/losses on foreign currency
hedge contracts, foreign exchange transaction gains/losses and freight billings.
With respect to the foreign currency hedge contracts, the Company enters into
such contracts to reduce exposures to market risks resulting from fluctuations
in foreign exchange rates. The Company does not enter into financial instruments
for trading or speculative purposes.
(11) 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 Harriman, New York plant,
and (2) the Cambrex Pension Plan (the "Cambrex Plan") which covers all other
eligible employees.
The components of net periodic pension cost for the Company's domestic
plans for the three months ended March 31, 2005 and 2004 are as follows
March 31, March 31,
2005 2004
----- -----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost ............................ $ 688 $ 581
Interest cost ........................... 791 731
Expected return on plan assets .......... (735) (639)
Amortization of prior service cost ...... 11 11
Recognized actuarial loss ............... 113 129
----- -----
Net periodic benefit cost ............... $ 868 $ 813
===== =====
The Company expects to contribute $500 in cash to its two U.S.
defined-benefit pension plans in 2005.
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 months ended March 31, 2005 and 2004 are as follows:
March 31, March 31,
2005 2004
---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost ............................ $ 56 $ 52
Interest cost ........................... 108 107
Amortization of unrecognized
transition obligation ............... 25 25
Amortization of prior service cost ...... 1 1
Recognized actuarial loss ............... 10 12
------- -------
Net periodic benefit cost................ $ 200 $ 197
======= =======
11
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) RETIREMENT PLANS - (CONTINUED)
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 where applicable, in compliance with local statutes.
The components of net periodic pension cost for the Company's
international plans for the three months ended March 31, 2005 and 2004 are as
follows:
March 31, March 31,
2005 2004
--------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost ............................ $ 302 $ 173
Interest cost ........................... 282 234
Expected return on plan assets .......... (92) (45)
Amortization of unrecognized
transition benefit ................... (13) (10)
Recognized actuarial loss ............... 59 19
Amortization of prior service cost ...... (2) 15
------- -------
Net periodic benefit cost................ $ 536 $ 386
======= =======
The Company expects to contribute approximately $669 in cash to its
international pension plans in 2005.
(12) 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.
Effective January 1, 2003, the Company made significant changes to these
benefits affecting current and future retirees, both in reducing the level of
benefits and reducing the subsidy the Company provides.
Certain subsidiaries and all employees hired after December 31, 2002
(excluding those covered by collective bargaining) are not eligible for these
benefits.
The components of net periodic pension cost for the three months ended
March 31, 2005 and 2004 are as follows:
March 31, March 31,
2005 2004
--------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost of benefits earned.......... $ 15 $ 13
Interest cost............................ 38 37
Actuarial loss recognized 29 29
Amortization of unrecognized prior service
cost.................................... (38) (38)
------- -------
Total periodic postretirement benefit cost $ 44 $ 41
======= =======
12
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) SEGMENT INFORMATION
The Company classifies its business units into three reportable segments:
Bioproducts, consisting of research products and other therapeutic application
products, Biopharma, consisting of contract biopharmaceutical process
development and manufacturing services and Human Health, consisting of active
pharmaceutical ingredients and pharmaceutical intermediates produced under Food
and Drug Administration cGMP for use in the production of prescription and
over-the-counter drug products and other fine custom chemicals derived from
organic chemistry.
Information as to the operations of the Company in each of its business
segments is set forth below based on the nature of the products and services
offered. Cambrex evaluates performance based on gross profit and operating
profit. Operating profit is most similar to income from continuing operations
and a reconciliation is included below. Intersegment sales are not material. The
Company allocates certain corporate expenses to each of the segments.
No customer accounted for more than 10% of gross sales in the three months
ended March 31, 2005. One customer, a distributor representing multiple
customers, accounted for 10.6% of gross sales in the three months ended March
31, 2004.
Following is a summary of business segment information for the following dates:
Three months ended
March 31,
-------------------------
2005 2004
---------- ----------
Gross Sales:
Bioproducts ....................... $ 39,919 $ 34,521
Biopharma ......................... 7,707 9,119
Human Health ...................... 62,836 69,909
--------- ---------
$ 110,462 $ 113,549
========= =========
Gross Profit:
Bioproducts ....................... $ 22,135 $ 18,397
Biopharma ......................... (2,057) 450
Human Health ...................... 23,184 26,624
--------- ---------
$ 43,262 $ 45,471
========= =========
Operating Profit:
Bioproducts ....................... $ 9,646 $ 8,936
Biopharma ......................... (4,912) (2,260)
Human Health ...................... 12,309 15,335
Reconciling items-Corporate ....... (6,136) (6,857)
--------- ---------
Total Operating Profit ............ $ 10,907 $ 15,154
Interest Expense, net ............. $ 2,730 $ 2,929
Other Expense, net ................ 190 127
Taxes ............................. 3,897 4,339
--------- ---------
Income from continuing operations . $ 4,090 $ 7,759
========= =========
Capital Spending:
Bioproducts ....................... $ 2,937 $ 961
Biopharma ......................... 1,406 2,836
Human Health ...................... 4,254 3,265
Corporate ......................... 449 162
--------- ---------
$ 9,046 $ 7,224
========= =========
13
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) SEGMENT INFORMATION (CONTINUED)
Three months ended
March 31,
-------------------
2005 2004
------- -------
Depreciation:
Bioproducts .... $ 1,494 $ 1,350
Biopharma ...... 946 1,482
Human Health ... 6,563 7,103
Corporate ...... 402 340
------- -------
$ 9,405 $10,275
======= =======
Amortization:
Bioproducts .... $ 422 $ 358
Biopharma ...... 108 108
Human Health ... 9 6
------- -------
$ 539 $ 472
======= =======
March 31, December 31,
2005 2004
-------- --------
Total Assets:
Bioproducts $225,936 $220,791
Biopharma 132,989 134,591
Human Health 390,955 399,538
Corporate 34,046 37,065
-------- --------
$783,926 $791,985
======== ========
(14) 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.
14
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(14) 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 $5,279 and
$5,570 at March 31, 2005 and December 31, 2004, respectively. The decrease in
the accrual is due to currency fluctuation of $172, and payments of $119. 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 including amounts for
legal and investigation fees where remediation costs may not be estimable at the
reporting date.
As described below, the Company expects to receive information in the near
future on three matters 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. 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 results of the sampling will be used to develop an estimate of
the Company's future liability for remediation costs, if required. We expect the
sampling to commence within the next few months.
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. The investigation has been completed with
no change to the reserve warranted based on the information developed through
the investigation. The health risk assessment related to the site contamination
is on-going and is expected to be completed in the near future.
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 near future. The results of the
investigation will enable the Company to estimate its liability, if any. In
February 2005, the New Jersey Federal District Court ruled that a lawsuit
against Cosan by the owners of property adjacent to the Clifton location could
be placed on the active calendar. The outcome of this matter could also affect
the reserves.
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 a more unfavorable manner than presently estimated, 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.
15
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(14) 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"). Suits were also commenced by
several State Attorneys General. The suits alleged violations of the Federal
Trade Commission Act arising from exclusive license agreements between
Profarmaco and Mylan covering two active pharmaceutical ingredients ("APIs").
The FTC and Attorneys General's suits were settled in February 2001, with Mylan
(on its own behalf and on behalf of Profarmaco and Cambrex) agreeing to pay over
$140,000 and with Mylan, Profarmaco and Cambrex agreeing to monitor certain
future conduct.
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.
In April 2003, Cambrex reached an agreement with Mylan under which Cambrex
would contribute $12,415 to the settlement of 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. In accordance with the agreement approximately $6,015 has been paid
through March 31, 2005, 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 March 31, 2005 the outstanding balance for this liability was
$5,956.
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
2000, Nepera reached agreement with the Government as to its alleged role in
Vitamin B-3 violations from 1992 to 1995. The Canadian government claimed
similar violations. All government suits in the U.S. and Canada have now been
concluded.
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. The actions seek injunctive relief and unspecified but substantial
damages. Several actions have been concluded during 2003 and 2004 with all
amounts paid from reserves established in this matter. Additional settlements
are being discussed in several more indirect purchaser cases and we believe that
current reserves are sufficient to complete the settlements.
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
16
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(14) CONTINGENCIES (CONTINUED)
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 Supreme Court remanded the matter to the Circuit Court for
briefing on the issue of whether Plaintiffs preserved such a claim in the
underlying proceedings, in which case a hearing on the claim would proceed in
District Court. This proceeding is on-going and there has been no decision from
the Court at this time. The balance of the reserves recorded within accrued
liabilities related to this matter was $3,023 as of March 31, 2005. Any
adjustments to this accrual will be recorded as part of discontinued operations.
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. On March 31, 2005, the Company received a claim by the
purchasers of the Rutherford Chemicals business claiming breach of certain
representations, warranties and covenants contained in the October 2003 Purchase
Agreement. In early April the Company responded rejecting the claim. Thereafter,
the purchasers submitted an amended claim. The amended claim alleges breaches of
representations, warranties and covenants covering each of the five operating
sites sold pursuant to the October 2003 Purchase Agreement and are related
primarily to facility structures, utilities and equipment and alleges damages of
$26,407. To the extent the alleged damages arise from breaches of
representations and warranties, the claim is subject to a cap of between
approximately $14,000 and 16,250, depending on whether certain contingent
payments are made, and is subject to the deductible of $750 which is the
responsibility of the purchasers. While the Company continues its evaluation of
the claim, management currently believes that the claim is without merit and
will vigorously defend against the claim. As such, the Company has no reserves
related to this matter.
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 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. The Company has accrued for
exposures which are deemed probable and estimable.
17
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(14) CONTINGENCIES (CONTINUED)
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. In
January 2004, the Court consolidated the cases, designated the lead plaintiff
and selected counsel to represent the class. 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 currently considers the complaints to be 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
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.
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.
18
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(14) CONTINGENCIES (CONTINUED)
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 March 31, 2005.
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.
19
CAMBREX CORPORATION AND SUBSIDIARIES
(dollars in thousands, except share data)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF FIRST QUARTER 2005 VERSUS FIRST QUARTER 2004
The following table 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 March 31, 2005 and 2004.
Quarter Ended March 31,
----------------------------------------------
2005 2004
-------------------- --------------------
$ % $ %
-------- ------- -------- -------
Bioproducts $ 39,919 36.1 $ 34,521 30.4
Biopharma 7,707 7.0 9,119 8.0
Human Health 62,836 56.9 69,909 61.6
-------- ------- -------- -------
Total gross sales $110,462 100.0% $113,549 100.0%
======== ======= ======== =======
The following table shows the gross profit of the Company's three product
segments for the first quarter 2005 and 2004.
2005 2004
---------------------- ---------------------
Gross Gross Gross Gross
Profit $ Margin % Profit $ Margin %
-------- -------- -------- --------
Bioproducts $ 22,135 55.4% $ 18,397 53.3%
Biopharma (2,057) (26.7) 450 4.9
Human Health 23,184 36.9 26,624 38.1
-------- --------
Total $ 43,262 39.2% $ 45,471 40.0%
======== ========
Gross sales in the first quarter 2005 decreased 2.7% to $110,462 from
$113,549 in the first quarter 2004. Increased sales in the Bioproducts segment
were offset by lower sales in the Biopharma and Human Health segments. Gross
sales were favorably impacted 2.3% in the first quarter 2005 versus the first
quarter 2004 due to the exchange rates reflecting the weakness in the U.S.
dollar primarily versus the Euro and Swedish Krona.
Gross profit in the first quarter 2005 was $43,262 compared to $45,471 in
the first quarter 2004. Gross margin percentage decreased to 39.2% from 40.0% in
the first quarter 2004, reflecting lower margins in the Biopharma and Human
Health segments partially offset by higher margins in the Bioproducts segment.
Foreign currency fluctuations negatively impacted gross margins by 0.4
percentage points.
20
RESULTS OF OPERATIONS (CONTINUED)
The following table shows gross sales by geographic area for the three months
ended March 31, 2005 and 2004:
March 31, March 31,
2005 2004
---- ----
North America $ 49,398 $ 55,564
Europe 53,848 50,177
Asia 4,914 4,356
Other 2,302 3,452
-------- --------
Total $110,462 $113,549
======== ========
Bioproducts Segment gross sales of $39,919 were $5,398 or 15.6% above the
first quarter 2004. Bioproducts sales were favorably impacted 1.9% due to
exchange rates reflecting a weaker U.S. dollar in the first quarter 2005 versus
2004. The sales increase, before the impact of foreign currency, reflects higher
sales in both the research products and therapeutic applications categories.
Increased research products sales primarily reflects higher sales of cell
biology, serum and assays products due to stronger demand and higher pricing in
Europe. The increase in therapeutic applications sales primarily reflects higher
cell therapy sales due to the timing of shipments and the addition of new
customers and higher media sales reflecting increased pricing and demand.
Bioproducts segment gross margins increased to 55.4% in the first quarter
of 2005 from 53.3% in the first quarter 2004 primarily due to higher sales
volume and mix, lower inventory reserves, increased pricing in most product
categories, favorable impact of foreign currency and lower bad debt reserves due
to favorable collections partially offset by higher costs for raw materials.
Biopharma Segment gross sales of $7,707 were $1,412 or 15.5% below the
first quarter 2004 reflecting lower suite fees and process development in our
biopharmaceutical manufacturing business driven by the completion or timing of
projects. Foreign currency had no impact on Biopharma sales.
Biopharma segment gross margins decreased to (26.7)% in the first quarter
of 2005 from 4.9% in the first quarter of 2004 driven by lower revenues,
unfavorable mix, under absorption of fixed overheads and higher production costs
due to a new 2800L bioreactor being placed into service.
Human Health Segment gross sales of $62,836 were $7,073 or 10.1% below the
first quarter of 2004. Human Health sales were favorably impacted 2.8% due to
exchange rates reflecting a weaker U.S. dollar. Excluding the currency impact,
the decrease in sales reflects the loss of supply arrangements for an
intermediate used in antihistamines and a local anaesthetic, lower shipments of
an Alzheimer treatment API due to the launch of the product in 2004 which
required higher inventory levels and lower sales of certain other APIs,
intermediates and other fine chemicals due to pricing pressures and timing.
These sales were partially offset by higher sales of custom development products
and central nervous system APIs.
Human Health segment gross margins decreased to 36.9% in the first quarter
of 2005 from 38.1% in the first quarter of 2004 due to pricing pressures on APIs
and other fine custom chemicals, unfavorable overhead absorption and unfavorable
impact of foreign currency partially offset by favorable product mix and lower
variable production costs.
21
RESULTS OF OPERATIONS (CONTINUED)
Selling, general and administrative expenses of $26,497 or 24.0% as a
percentage of gross sales in the first quarter 2005 decreased from $27,437 or
24.2% in the first quarter 2004. Sales and marketing expenses were relatively
flat compared to the first quarter 2004. Administration expenses decreased
primarily due to the valuation of stock appreciation rights and legal costs
partially offset by higher regulatory compliance costs associated with the
Sarbanes-Oxley Act and the impact of currency translation due to the weaker U.S.
dollar.
Research and development expenses of $5,858 were 5.3% of gross sales in
the first quarter of 2004 compared to $4,743 or 4.2% of gross sales in the first
quarter 2004. The increase reflects investments in new product technologies,
increased spending on therapeutic applications, higher custom development costs
and the impact of foreign currency exchange.
Operating profit in the first quarter 2005 was $10,907 compared to $15,154
in the first quarter 2004. The results reflect lower gross margins in the
Biopharma and Human Health segments partially offset by higher margins in the
Bioproducts segment. The 2004 results include $2,863 of non-recurring income due
to the early termination of a Bioproducts customer contract and an unrelated
$1,000 non-recurring charge associated with the reorganization and related
workforce reductions at a European facility.
Net interest expense of $2,730 in the first quarter 2005 decreased $199
from the first quarter 2004 primarily reflecting lower interest rates partially
offset by higher average debt. The average interest rate was 5.3% in the first
quarter 2005 versus 5.8% in the first quarter 2004.
The effective tax rate for the first quarter 2005 was 48.8% compared to
35.9% in the first quarter 2004. The increase in the effective tax rate in the
first quarter 2005 compared to the first quarter 2004 is due to the geographic
mix of income earned in each quarter. Since September 30, 2003 the Company has
maintained a full valuation allowance against the Company's domestic net
deferred tax assets and will continue to do so 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.
Income from continuing operations in the first quarter of 2005 was $4,090
or $0.15 per diluted share versus $7,759, or $0.29 per diluted share in the same
period a year ago.
The Company sold its Rutherford Chemical business in November 2003. In the
first quarter of 2004, the Company recorded a post closing working capital
adjustment and other expenses associated with Rutherford Chemicals resulting in
a loss from discontinued operations of $742 or $0.03 per share.
Net income in the first quarter of 2005 was $4,090, or $0.15 per diluted
share versus $7,017, or $0.26 per diluted share in the same period a year ago.
22
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $157 in the first quarter of 2005.
Cash provided by operating activities of $7,967 and cash generated from
financing activities of $7,778 was used to fund investing activities of $11,689.
During the three months ended March 31, 2005, the Company generated cash flows
from operations totaling $7,967, a decrease of $15,851 versus the same period a
year ago. This decrease in cash flows is due primarily to lower net income, an
increase in inventories due to increased production and the timing of shipments,
significant collections of receivables outstanding at the end of 2003 and
receipt of customer advances during the first quarter 2004 and timing of tax and
other payments compared to prior year.
Capital expenditures from continuing operations were $9,046 in the first
three months of 2005 as compared to $7,224 in the first three months 2004. Part
of the funds in 2005 were used for a suite expansion at Biopharma manufacturing
plants, cell therapy manufacturing capabilities at the Bioproducts facility in
Walkersville, MD, new research and development labs at Milan, Italy and capital
improvements to existing facilities. The Company also invested $2,643 for
certain acquisitions and other intangibles in the first quarter of 2005 versus
$412 in the first quarter of 2004.
Cash flows generated in financing activities in the first three months of
2005 of $7,778 includes a net increase in debt of $8,427 partially offset by
payment of dividends of $792. In the first three months of 2004 the Company
repaid $7,830 of debt. Proceeds from the exercise of stock options were $32 in
the first quarter of 2005 compared to $3,929 in the first quarter of 2004.
During the first three months of 2005 and 2004, the Company paid cash
dividends of $0.03 per share.
Management believes that existing sources of capital, together with cash
flows from operations, will be sufficient to meet foreseeable cash flow
requirements.
23
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, 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, 2004. 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.
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ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE 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
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 March 31, 2005.
CHANGES IN CONTROLS AND PROCEDURES
There were no significant changes in the Company's internal controls, or
in other factors that could significantly affect these internal controls,
subsequent to the evaluation performed as of December 31, 2004.
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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
- ------ ---------------- --------------- ----------------- -----------------
January 1-31, 2005 -- -- -- 580,700
February 1-28, 2005 -- -- -- 580,700
March 1-31, 2005 -- -- -- 580,700
Total -- -- --
ITEM 4. MATTERS SUBMITTED TO A VOTE OF SECURITIES HOLDERS.
1. At the Annual Meeting of Stockholders held on April 28, 2005, four
Directors in Class III were elected to hold office as Directors of
the Company until the 2008 Annual Meeting of Stockholders.
Nominees Votes For Votes Withheld
-------- --------- --------------
William B. Korb 24,674,427 434,709
James A. Mack 24,617,653 491,483
John R. Miller 24,131,648 977,488
Peter Tombros 24,604,093 505,043
2. Also, the Stockholders voted for the appointment of
PricewaterwaterhouseCoopers LLP as the Company's Registered
Independent Public Accounting Firm for 2005.
Votes For Votes Against Votes Abstained Unvoted
--------- ------------- --------------- -------
24,886,165 213,800 9,170 --
ITEM 6. EXHIBITS
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.
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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)
Dated: May 6, 2005
27