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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended March 31, 2008
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 a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ]. No [X].
As of April 30, 2008, there were 29,084,131 shares outstanding of the
registrant's Common Stock, $.10 par value.
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CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended March 31, 2008
Table of Contents
Page No.
--------
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of
March 31, 2008 and December 31, 2007 2
Consolidated Statements of Operations
for the three months ended March 31, 2008 and 2007 3
Consolidated Statements of Cash Flows
for the three months ended March 31, 2008 and 2007 4
Notes to Unaudited Consolidated Financial Statements 5 - 22
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 23 - 27
Item 3. Quantitative and Qualitative Disclosures about Market Risk 28
Item 4. Controls and Procedures 28
Part II Other Information
Item 1. Legal Proceedings 29
Item 1A. Risk Factors 29
Item 4. Submission of Matters to a Vote of Security Holders 29
Item 6. Exhibits 29
Signatures 30
Part I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
MARCH 31, DECEMBER 31,
2008 2007
----------- -----------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 40,001 $ 38,488
Trade receivables, net 41,654 45,003
Inventories, net 75,442 61,440
Prepaid expenses and other current assets 21,598 20,104
-------- --------
Total current assets 178,695 165,035
Property, plant and equipment, net 181,140 165,657
Goodwill 39,131 35,552
Other non-current assets 6,374 7,218
-------- --------
Total assets $405,340 $373,462
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 31,746 $ 26,185
Accrued expense and other current liabilities 60,890 69,702
-------- --------
Total current liabilities 92,636 95,887
Long-term debt 119,600 101,600
Deferred income tax 20,681 19,086
Accrued pension and postretirement benefits 31,884 32,104
Other non-current liabilities 21,529 22,728
-------- --------
Total liabilities 286,330 271,405
Stockholders' equity:
Common stock, $.10 par value; authorized 100,000,000, issued
31,406,778 and 31,399,700 shares at respective dates 3,141 3,140
Additional paid-in capital 98,837 98,793
Retained earnings 8,277 4,031
Treasury stock, at cost, 2,327,933 and 2,385,066 shares at respective dates (19,897) (20,386)
Accumulated other comprehensive income 28,652 16,479
-------- --------
Total stockholders' equity 119,010 102,057
-------- --------
Total liabilities and stockholders' equity $405,340 $373,462
======== ========
See accompanying notes to unaudited consolidated financial statements.
2
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per-share data)
THREE MONTHS ENDED
MARCH 31,
------------------
2008 2007
------- --------
Gross sales $61,706 $ 64,997
Allowances and rebates 391 590
------- --------
Net sales 61,315 64,407
Other revenues (325) 807
------- --------
Net revenues 60,990 65,214
Cost of goods sold 39,061 40,819
------- --------
Gross profit 21,929 24,395
Operating expenses:
Selling, general and administrative expenses 11,334 15,347
Research and development expenses 2,256 2,600
Restructuring expenses 634 1,682
Strategic alternative costs 177 23,130
------- --------
Total operating expenses 14,401 42,759
Operating profit/(loss) 7,528 (18,364)
Other expenses/(income):
Interest expense/(income), net 706 (1,539)
Other income, net (125) (19)
------- --------
Income/(loss) before income taxes 6,947 (16,806)
Provision/(benefit) for income taxes 2,701 (2,363)
------- --------
Income/(loss) from continuing operations $ 4,246 $(14,443)
Income from discontinued operations, net of tax -- 219,659
------- --------
Net income $ 4,246 $205,216
======= ========
Basic earnings/(loss) per share:
Income/(loss) from continuing operations $ 0.15 $ (0.51)
Income from discontinued operations, net of tax -- 7.82
------- --------
Net income $ 0.15 $ 7.31
Diluted earnings/(loss) per share:
Income/(loss) from continuing operations $ 0.15 $ (0.51)
Income from discontinued operations, net of tax -- 7.82
------- --------
Net income $ 0.15 $ 7.31
Weighted average shares outstanding:
Basic 29,035 28,071
Effect of dilutive stock based compensation 58 --
------- --------
Diluted 29,093 28,071
Cash dividends paid per share $ -- $ 0.03
======= ========
See accompanying notes to unaudite dconsolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
THREE MONTHS ENDED
MARCH 31,
---------------------
2008 2007
-------- ---------
Cash flows from operating activities:
Net income $ 4,246 $ 205,216
Adjustments to reconcile net income to cash flows:
Depreciation and amortization 5,149 4,894
Write-off of debt origination fees -- 841
Strategic alternative and restructuring charges 78 18,797
Stock based compensation included in net income 311 1,819
Deferred income tax provision 447 8,116
Allowance for doubtful accounts 37 53
Inventory reserve 780 1,625
(Gain)/Loss on sale of assets (2) 175
Changes in assets and liabilities:
Trade receivables 5,204 3,095
Inventories (10,999) (4,017)
Prepaid expenses and other current assets (2,262) (960)
Accounts payable and other current liabilities (11,921) (4,174)
Other non-current assets and liabilities (2,680) 1,176
Discontinued operations:
Gain on sale of businesses -- (232,116)
Changes in operating assets and liabilities -- (4,886)
Other non-cash charges -- 1,359
-------- ---------
Net cash (used) in / provided by operating activities (11,612) 1,013
-------- ---------
Cash flows from investing activities:
Capital expenditures (5,176) (5,478)
Other investing activities (14) (15)
Acquisition of business, net of cash (1,216) --
Discontinued operations:
Capital expenditures -- (530)
Proceeds from sale of business -- 460,000
Other investing activities -- 11
-------- ---------
Net cash (used) in / provided by investing activities (6,406) 453,988
-------- ---------
Cash flows from financing activities:
Dividends -- (833)
Net decrease in short-term debt (12) (140)
Long-term debt activity (including current portion):
Borrowings 23,200 24,279
Repayments (5,205) (182,725)
Proceeds from stock options exercised 18 15,962
Other financing activities (50) (59)
Discontinued operations:
Debt repayments -- (254)
-------- ---------
Net cash provided by / (used) in financing activities 17,951 (143,770)
-------- ---------
Effect of exchange rate changes on cash and cash equivalents 1,580 (62)
-------- ---------
Net increase in cash and cash equivalents 1,513 311,169
Cash and cash equivalents at beginning of period 38,488 33,746
-------- ---------
Cash and cash equivalents at end of period $ 40,001 $ 344,915
======== =========
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, except as otherwise described herein, and is necessary for a
fair statement of financial position and results of operations in conformity
with generally accepted accounting principles ("GAAP"). These interim financial
statements should be read in conjunction with the financial statements for the
year ended December 31, 2007.
The results of operations for the three months ended March 31, 2008 are not
necessarily indicative of the results to be expected for the full year.
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
for total cash consideration of $463,914, including working capital adjustments.
As a result of this transaction, the Company reported a gain of $235,489 in 2007
and all periods presented reflect the results of these businesses as
discontinued operations. Refer to Note 12 for a more complete discussion on
discontinued operations.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Statement No. 157 "Fair Value Measurements" ("FAS 157"). This statement
defines fair value, establishes a framework for measuring fair value in GAAP,
and expands disclosures about fair value measurements. This statement will apply
whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to
any new circumstances. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Relative to FAS 157, the FASB issued FASB Staff Positions 157-2,
which defers the effective date of FAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis, until fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years. The effect of adopting this pronouncement (related to financial assets
and financial liabilities) did not have a material impact on the Company's
financial position or results of operations. The Company is currently evaluating
the potential impact of this statement (related to nonfinancial assets and
nonfinancial liabilities).
Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans
The Company adopted FASB Statement No. 158 "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("FAS 158") for the year ended December
31, 2006. FAS 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as an asset or
liability in the balance sheet and to recognize changes in that funded status in
the year in which the changes occur through comprehensive income. This statement
does not impact the amounts recognized in the income statement.
FAS 158 also requires an employer to measure the funded status of a plan as
of the date of the fiscal year end balance sheet. The Company's pension plans
and postretirement benefits plan previously had a
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)
September 30 measurement date. The Company will adopt this measurement
requirement effective December 31, 2008. The effect of adopting this
pronouncement will not have a material impact on the Company's financial
position or results of operations.
Fair Value Option for Financial Assets and Financial Liabilities
The Company adopted FASB Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("FAS 159") effective January 1, 2008. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings at each subsequent
reporting date. The effect of adopting this pronouncement did not have a
material impact on the Company's financial position or results of operations.
Amendment of FAS 141
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007),
"Business Combinations" ("FAS 141R"). Under FAS 141R, an acquiring entity will
be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition date fair value with limited exceptions. FAS 141R
will change the accounting treatment for certain specific items, including:
- acquisition costs will be generally expensed as incurred;
- noncontrolling interests will be valued at fair value at the
acquisition date;
- acquired contingent liabilities will be recorded at fair value at
the acquisition date and subsequently measured at either the
higher of such amount or the amount determined under existing
guidance for non-acquired contingencies;
- in-process research and development will be recorded at fair
value as an indefinite-lived intangible asset at the acquisition
date until the completion or abandonment of the associated
research and development efforts;
- restructuring costs associated with a business combination will
be generally expensed subsequent to the acquisition date; and
- changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect
income tax expense.
FAS 141R also includes a substantial number of new disclosure requirements.
FAS 141R applies prospectively to business combinations (except for income taxes
which applies to prior as well as future acquisitions) for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the
Company will adopt this statement on January 1, 2009.
6
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)
Amendment of FAS 133
In March 2008, the FASB issued FASB Statement No. 161 "Disclosures about
Derivative Instruments and Hedging Activities--an amendment of FASB Statement
No. 133" ("FAS 161"). This statement requires enhanced disclosures about
derivative and hedging activities and thereby improves the transparency of
financial reporting. FAS 161 encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. This statement is effective
for fiscal years beginning after November 15, 2008. The effect of adopting this
pronouncement will not have an impact on the Company's financial position or
results of operations.
(3) STOCK-BASED COMPENSATION
On March 31, 2008, the Company had seven active stock-based employee
compensation plans in effect. The Company also had outstanding at March 31, 2008
restricted stock as described below.
The Company recognizes compensation costs for stock option awards to
employees based on their grant-date fair value. The value of each stock option
is estimated on the date of grant using the Black-Scholes option-pricing model.
There were no stock options granted to employees during the three months ended
March 31, 2008 and 2007.
FAS 123(R) "Share-Based Payment" requires companies to estimate the
expected forfeitures for all unvested awards and record compensation costs only
for those awards that are expected to vest. As of March 31, 2008, the total
compensation cost related to unvested stock option awards granted to employees
but not yet recognized was $826. The cost will be amortized on a straight-line
basis over the remaining weighted-average vesting period of 3.0 years.
For the three months ended March 31, 2008 and 2007, the Company recorded
$76 and $73, respectively, in selling, general and administrative expenses for
stock options. In addition, the Company recorded $185 and $17 in strategic
alternative costs and restructuring expenses, respectively, in the three months
ended March 31, 2007 for stock options related to the change in control
agreements and the reduction in workforce in 2007.
In addition, for the three months ended March 31, 2008, the Company
recorded $27 in strategic alternative costs for expenses associated with the
stock option modification due to the special dividend paid on May 3, 2007. The
modification reduced the exercise price of all stock options outstanding as of
the dividend payment date by $14.00 per share, the amount of the special
dividend. As of March 31, 2008, the total compensation cost related to unvested
stock option awards that were modified but not yet recognized was $250. The cost
will be amortized on a straight-line basis over the remaining weighted-average
vesting period of 2.3 years.
For the three months ended March 31, 2008 and 2007, the Company recorded
$208 and $171, respectively, in selling, general and administrative expenses for
restricted stock awarded to senior executives and certain employees. In
addition, the Company recorded $1,303 and $70 in strategic alternative costs and
restructuring expenses, respectively, in the three months ended March 31, 2007.
As of March 31, 2008 the total compensation cost related to unvested restricted
stock granted but not yet recognized was $1,967. The cost will be amortized on a
straight-line basis over the remaining weighted-average vesting period of 2.3
years.
7
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(3) STOCK-BASED COMPENSATION (CONTINUED)
The following table is a summary of the Company's stock option activity
issued to employees and related information:
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS SHARES PRICE
------------------------------ --------- --------
Outstanding at January 1, 2008 1,471,757 $20.15
Granted -- --
Exercised (2,301) $ 7.47
Forfeited or expired (142,800) $22.71
---------
Outstanding at March 31, 2008 1,326,656 $19.90
=========
Exercisable at March 31, 2008 1,160,899 $21.12
The aggregate intrinsic value for all stock options exercised for the three
months ended March 31, 2008 and 2007 were $4 and $1,596, respectively. The
aggregate intrinsic value for all stock options outstanding as of March 31, 2008
was $74. The aggregate intrinsic value for all stock options exercisable as of
March 31, 2008 was $74.
A summary of the Company's nonvested stock options and restricted stock as
of March 31, 2008 and changes during the three months ended March 31, 2008, are
presented below:
NONVESTED STOCK OPTIONS NONVESTED RESTRICTED STOCK
--------------------------- ---------------------------
WEIGHTED- WEIGHTED-
NUMBER OF AVERAGE GRANT- NUMBER OF AVERAGE GRANT-
SHARES DATE FAIR VALUE SHARES DATE FAIR VALUE
--------- --------------- --------- ---------------
Nonvested at January 1, 2008 178,649 $11.34 133,901 $18.11
Granted -- -- 98,167 $ 9.47
Vested during period (375) $ 7.71 (39,954) $15.68
Forfeited (12,531) $11.44 (7,118) $16.71
------- -------
Nonvested at March 31, 2008 165,743 $11.34 184,996 $14.10
======= =======
8
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) GOODWILL
The change in the carrying amount of goodwill for the three months ended
March 31, 2008, is as follows:
Balance as of January 1, 2008 $35,552
Acquisition of business 1,406
Translation effect 2,173
-------
Balance as of March 31, 2008 $39,131
=======
(5) INCOME TAXES
The Company recorded tax expense of $2,701 in the three months ended March
31, 2008 compared to a benefit of $2,363 in the three months ended March 31,
2007. This change is due to the change in geographic mix of pre-tax earnings, as
well as the recognition of a tax benefit in continuing operations as a result of
the sale of the businesses that comprised the Bioproducts and Biopharma segments
in February 2007.
The Company maintains a full valuation allowance against its domestic, and
certain foreign, net deferred tax assets and will continue to do so until an
appropriate level of 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 these net deferred assets would be realized. As such,
improvements in domestic, and certain foreign, 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 Company adopted the provisions of FASB Interpretation No. 48
"Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement
No. 109" as of January 1, 2007. As of January 1, 2008 the Company had
approximately $5,116 of unrecognized tax benefits. The total balance of
unrecognized benefits at March 31, 2008 of $4,971, if recognized, would affect
the effective tax rate. However, of this total, $2,600 related to U.S. tax
attributes may be subject to an application of a valuation allowance which would
offset the positive effect associated with the recognition of such benefits.
In the next twelve months the Company may decrease its reserve for
unrecognized tax benefits for intercompany transactions by approximately $450
mainly due to the expiration of a statute of limitation period. Additionally, it
may decrease this reserve by approximately $937 due to a potential favorable
court decision regarding taxability of dividends and statute expiration. These
items would impact the income tax provision. Gross interest and penalties of
$422 related to the above unrecognized tax benefits are not included in the
balance. Consistent with prior periods, the Company recognized interest and
penalties within its income tax provision.
In 2007, the Company finalized an IRS examination for the period 2001-2003.
Although not currently under investigation by the IRS, the Company is subject to
examination for the years 2004 through 2007. It is also subject to exams in its
significant non-U.S. jurisdictions for 2003 and 2005 forward.
The Company is also subject to audits in various states for various years
in which it has filed income tax returns. Recently finalized state audits have
not resulted in material adjustments. Open years for the majority of states
where the Company files are 2004 and forward.
9
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(6) NET INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Net inventories at March 31, 2008 and December 31, 2007 consist of the
following:
March 31, December 31,
2008 2007
--------- ------------
Finished goods $30,308 $25,646
Work in process 28,336 21,301
Raw materials 13,049 11,058
Supplies 3,749 3,435
------- -------
Total $75,442 $61,440
======= =======
(7) LONG-TERM DEBT
In February 2007, proceeds from the sale of the businesses that comprised
the Bioproducts and Biopharma segments, as discussed in Note 12, were used to
repay all outstanding debt under a prior credit facility. Due to this repayment,
$841 was recorded in interest expense in 2007 related to the acceleration of
unamortized origination fees. In April 2007, the Company entered into a $200,000
five-year Syndicated Senior Revolving Credit Facility which expires in April
2012. The Company pays interest on this credit facility at LIBOR plus 1.25% -
2.00% based upon certain measurements of the Company's financial performance.
The credit facility also includes financial covenants regarding interest
coverage and leverage ratios. The Company was in compliance with all financial
covenants at March 31, 2008. As of March 31, 2008 and December 31, 2007 there
was $119,600 and $101,600, respectively, outstanding under this credit facility.
(8) STRATEGIC ALTERNATIVE COSTS AND RESTRUCTURING EXPENSES
Strategic Alternative Costs
Strategic alternative costs include costs that the Company has incurred
related to the decision to sell the businesses that comprised the Bioproducts
and Biopharma segments in February 2007. These costs are not considered part of
the restructuring program or a part of discontinued operations under current
accounting guidance.
Total strategic alternative costs for the three months ended March 31, 2008
and 2007 were $177 and $23,130 respectively. Included in the three months ended
March 31, 2008 are charges of $57 related to certain benefits which became
payable under change in control agreements between the Company and four of its
current or former executives due to the sale of the Bioproducts and Biopharma
segments. These costs totaled $18,188 in the three months ended March 31, 2007.
Also included in strategic alternative costs for the three months ended March
31, 2008 and 2007 are retention bonuses of $0 and $4,489, respectively; this
includes amounts paid to certain current employees for continued employment,
generally through September 30, 2007 and December 31, 2007, costs associated
with the modification of employee stock options due to the payment of the
special dividend in connection with the divestiture of $27 and $0, respectively,
and external advisor costs of $93 and $453, respectively. The Company may
recognize additional expense in future quarters as the potential for hanges in
estimates exists. Substantially all of these charges have been or will be paid
in cash. The exact timing of the payments is uncertain at this time but the
majority is expected to be in 2008 with the remainder in 2009.
10
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(8) STRATEGIC ALTERNATIVE COSTS AND RESTRUCTURING CHARGES EXPENSES (CONTINUED)
Corporate Office Restructuring
The Company announced plans to eliminate approximately 30 employee
positions at the corporate office upon completion of the sale of the businesses
that comprised the Bioproducts and Biopharma segments in February 2007. This
plan included certain one-time benefits for employees terminated and was
substantially completed as of December 31, 2007. For the three months ended
March 31, 2008, the Company recognized expense of $73, all of which will be paid
in cash. For the three months ended March 31, 2007, the Company recognized
expense of $1,682.
The following table reflects the activity related to the severance reserve
through March 31, 2008:
2008 Activity
December 31, 2007 ----------------- March 31, 2008
Reserve Cash Reserve
Balance Expense Payments Balance
----------------- ------- -------- --------------
Employee termination costs $812 $73 $(509) $376
---- --- ----- ----
$812 $73 $(509) $376
==== === ===== ====
Consolidation of Domestic Research and Development Activities
In November 2007, the Company announced that it would consolidate its
United States research and development ("R&D") activities and small scale active
pharmaceutical ingredient ("API") production with its facility in Charles City,
Iowa. As a result of the consolidation, the Company's New Jersey R&D facility
was substantially closed as of December 31, 2007. Due to the closure eighteen
employee positions have been eliminated as of March 31, 2008.
The restructuring reserve at December 31, 2007 consisted of the present
value of the remaining lease payments under the Company's current operating
lease at the New Jersey R&D facility (reduced by estimated sublease income) of
$998 and severance of $356. Costs related to this plan are recorded as
restructuring expenses on the income statement. The operating lease expires in
December 2010. In accordance with accounting guidance, the severance and
retention charges are being recognized ratably over the remaining service
period. An additional charge of $561 was recognized in the three months ended
March 31, 2008. This charge consists of $341 in rent and related costs,
severance of $115 and $105 in clean-up costs. Lease payments are approximately
$1,400 per year. As a result of closing this facility, cost savings going
forward amounts to approximately $2,100 per year related to personnel costs
which will be offset by continued lease expense.
The following table reflects the activity related to the restructuring
reserve through March 31, 2008:
2008 Activity
Decmeber 31, 2007 ----------------- March 31, 2008
Reserve Cash Reserve
Balance Expense Payments Balance
----------------- ------- -------- --------------
Employee termination costs $ 356 $115 $(329) $ 142
Present value of lease payments 998 1 (95) 904
------ ---- ----- ------
$1,354 $116 $(424) $1,046
====== ==== ===== ======
11
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(9) COMPREHENSIVE INCOME
The following table reflects the components of comprehensive income for the
three months ended March 31, 2008 and 2007:
Three months ended
March 31,
------------------
2008 2007
-------- --------
Net income $ 4,246 $205,216
Foreign currency translation 13,809 229
Reclassification adjustment for gain on disposition of business
on foreign currency translation included in net income -- (483)
Unrealized (loss)/gain on hedging contracts, net of tax (1,768) 77
Unrealized loss on available-for-sale securities, net of tax -- (447)
Reclassification adjustment for net realized gain on available-
for-sale securities included in net income -- (734)
Pension, net of tax 132 399
Reclassification adjustment for loss on disposition of business -
pension, included in net income -- 1,320
-------- --------
Total $ 16,419 $205,577
======== ========
In the three months ended March 31, 2007 the Company sold an
available-for-sale security. For purposes of computing gains or losses, cost is
identified on a specific identification basis. The Company recorded a gain of
$734 to other income at the actual sale date.
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
all eligible employees: the Nepera Hourly Pension Plan which covers the union
employees at the previously-owned Harriman, New York plant, and the Cambrex
Pension Plan which covers all other eligible employees.
12
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The components of net periodic pension cost for the Company's domestic
plans for the three months ended March 31, 2008 and 2007 are as follows:
March 31, March 31,
2008 2007
--------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ -- $ 335
Interest cost 878 898
Expected return on plan assets (1,021) (921)
Amortization of prior service costs 109 5
Recognized actuarial loss 24 52
Curtailments -- 337
------- -----
Net periodic benefit cost $ (10) $ 706
======= =====
The sale of the businesses that comprised the Bioproducts and Biopharma
segments in February 2007 required the Company to recognize a curtailment charge
of $337 for the pension plans in 2007 which is recorded in discontinued
operations. Effective August 31, 2007, the domestic pension plans were
suspended.
The Company has a Supplemental Executive Retirement Plan ("SERP") for key
executives. This plan is non-qualified and unfunded.
The components of net periodic benefit cost for the Company's SERP Plan
for the three months ended March 31, 2008 and 2007 is as follows:
March 31, March 31,
2008 2007
--------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $-- $ 38
Interest cost 76 74
Recognized actuarial loss 1 4
Curtailments -- 11
--- ----
Net periodic benefit cost $77 $127
=== ====
The sale of the businesses that comprised the Bioproducts and Biopharma
segments in February 2007 required the Company to recognize a curtailment charge
of $11 for the SERP plan in 2007 which is recorded in discontinued operations.
Effective August 31, 2007, the SERP plan was suspended.
International Pension Plans
A foreign subsidiary of the Company maintains a pension plan for their
employees that conforms to the common practice in their respective country.
Based on local laws and customs, this plan is not funded.
13
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The components of net periodic pension cost for the Company's international
plan for the three months ended March 31, 2008 and 2007 are as follows:
March 31, March 31,
2008 2007
--------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $137 $111
Interest cost 218 160
Recognized actuarial loss/(gain) 33 (17)
Amortization of prior service cost (2) (2)
---- ----
Net periodic benefit cost $386 $252
==== ====
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 fifteen years of service are eligible to
participate in the postretirement benefit plans. Certain subsidiaries and all
employees hired after December 31, 2002 (excluding those covered by collective
bargaining) are not eligible for these benefits. The Company's responsibility
for such premiums for each plan participant is based upon years of service. Such
plans are self-insured and are not funded. Effective January 1, 2006, the
Cambrex Retiree Medical Plan no longer provides prescription coverage to
retirees or dependents age 65 or older.
The components of net periodic postretirement benefit cost for the three
months ended March 31, 2008 and 2007 are as follows:
March 31, March 31,
2008 2007
--------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost of benefits earned $ 6 $ 5
Interest cost 27 27
Actuarial loss recognized 14 17
Amortization of unrecognized prior service credit (39) (39)
---- ----
Net periodic benefit cost $ 8 $ 10
==== ====
(11) 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 disclosures as deemed necessary based on
these facts and circumstances and as such facts and circumstances develop. These
matters, either individually or in the aggregate, could have a material
14
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
adverse effect on the Company's financial condition, operating results and cash
flows in a future reporting period.
Environmental
In connection with laws and regulations pertaining to the protection of the
environment, the Company and its subsidiaries are a party to several
environmental proceedings and remediation investigations and cleanups and, along
with other companies, have been named potentially responsible parties ("PRP")
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 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.
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 $7,097 and
$6,905 at March 31, 2008 and December 31, 2007, respectively. The increase in
the accrual includes adjustment to a reserve of $134 and the impact of currency
of $137 partially offset by payments of $79. Based upon currently available
information and analysis, the Company's current accrual represents management's
best estimate of the probable and estimable costs associated with environmental
proceedings including amounts for investigation fees where remediation costs may
not be estimable at the reporting date.
CasChem ISRA
As a result of the sale of the Bayonne, New Jersey facility (see "Sale of
Rutherford Chemicals" section of this Note), the Company became obligated to
investigate site conditions and conduct required remediation under the New
Jersey Industrial Site Recovery Act ("ISRA"). The Company completed a
preliminary assessment of the site and submitted the preliminary assessment to
the New Jersey Department of Environmental Protection ("NJDEP"). The preliminary
assessment identified potential areas of concern based on historical operations
and sampling of such areas commenced. The Company has completed a second phase
of sampling and determined that a third phase of sampling is necessary to
determine the extent of contamination and any necessary remediation. The results
of the completed and proposed sampling, and any additional sampling deemed
necessary, will be used to develop an estimate of the Company's future liability
for remediation costs, if any. The Company submitted its plan for the third
phase of sampling to the NJDEP during the fourth quarter of 2005. The sampling
will commence upon approval of the sampling plan.
Cosan
The Company's Cosan subsidiary conducted manufacturing operations in
Clifton, New Jersey from 1968 until 1979. Prior to the acquisition of Cosan by
the Company, the operations were moved to another location and thereafter
Cambrex purchased the business. In 1997, Cosan entered into an Administrative
15
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
Consent Order with the NJDEP. Under the Administrative Consent Order, Cosan was
required to complete an investigation of the extent of the contamination related
to the Clifton site and conduct remediation as may be necessary. During the
third quarter of 2005, the Company completed the investigation related to the
Clifton site, which extends to adjacent properties. The results of the
investigation caused the Company to increase its related reserves by $1,300 in
2005 based on the proposed remedial action plan. The Company submitted the
results of the investigation and proposed remedial action plan to the NJDEP. In
late 2006, the NJDEP requested that an additional investigation be conducted at
the site. The Company estimated that the additional work will cost approximately
$240, and as such, increased the related reserve in the first quarter of 2007.
The Company submitted its plan for additional work to the NJDEP in April 2007.
In August 2007 the NJDEP approved the Company's work plan and the additional
investigation has commenced. As of March 31, 2008, the reserve was $1,399. The
results of the additional investigation may impact the remediation plan and
costs.
Additionally, there is a reserve of $1,098 as of March 31, 2008 for the
Cosan Carlstadt, N.J. site related to an Administrative Consent Order with the
NJDEP entered into in 1985 in connection with the acquisition of Cosan. In
September 2004, the reserve was increased based on the investigations completed
to date and the proposed Remedial Action Work Plan ("RAW") submitted to the
NJDEP for their approval. The NJDEP subsequently rejected the RAW and required
the Company to perform additional investigative work prior to approval of a new
RAW. The Company's reserves were increased to cover the additional investigative
work. The results of this additional investigative work may impact the RAW and
costs.
Berry's Creek
In March 2006, the Company received notice from the United States
Environmental Protection Agency ("USEPA") that two former operating subsidiaries
are considered PRPs at the Berry's Creek Superfund Site, Bergen County, New
Jersey. The operating companies are among many other PRPs that were listed in
the notice. Pursuant to the notice, the PRPs have been asked to perform a
remedial investigation and feasibility study of the Berry's Creek Site. The
Company has met with the other PRPs. Both operating companies joined the group
of PRPs and filed a joint response to the USEPA agreeing to jointly negotiate to
conduct or fund (along with other PRPs) an appropriate remedial investigation
and feasibility study of the Berry's Creek Site. The PRPs have engaged technical
and allocation consultants to evaluate investigation and remedial alternatives
and develop a method to allocate related costs among the PRPs. In December 2007
the PRPs reached a tentative agreement on the allocation of the site
investigation costs and at March 31, 2008 the Company's reserve was $537. The
investigation is expected to take several years and at this time it is too early
to predict the extent of any additional liabilities.
Nepera, Inc. - Maybrook and Harriman Sites
In 1987, Nepera, Inc. ("Nepera") was named a PRP along with certain prior
owners of the Maybrook Site in Hamptonburgh, New York by the USEPA in connection
with the disposition, under appropriate permits, of wastewater at that site
prior to Cambrex's acquisition of Nepera in 1986. The Maybrook Site is on the
USEPA's National Priorities List for remedial work. A prior owner of the Nepera
facility has participated with Nepera in the performance of a remedial
investigation and feasibility study for the Maybrook Site. In September 2007,
the USEPA issued the Record of Decision ("ROD") which describes the remedial
plan for the Maybrook Site. The USEPA also issued the Company and the prior
owner a Notice of Potential Liability, requesting that the recipients sign a
Consent Decree to complete the ROD and pay the USEPA certain past oversight
costs, which the Company and the prior owner are negotiating with the USEPA.
16
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
In 1987, Nepera was also named as a responsible party along with certain
prior owners of the Harriman, New York production facility by the New York State
Department of Environmental Conservation in connection with contamination at the
Harriman Site. A prior owner of the Nepera facility has participated with Nepera
in the performance of the remedial investigation and feasibility study for the
Harriman Site. In 1997, a final ROD was issued which describes the remediation
plan for the site. Nepera and the prior owner have been implementing the ROD
since 1997.
Until 1997, reserves were assessed and established based on the information
available. In November 1997, a settlement was reached between Nepera, Inc., the
former owner mentioned above, and the original owner of the Harriman operations,
pertaining to past and future costs of remediating the Maybrook and Harriman
Sites ("the Sites"). Under the terms of the settlement, the original site owner
paid approximately $13,000 to provide for past and future remediation costs at
the two sites in exchange for a release from the requirement to clean up the two
sites, and the settlement funds were placed in a trust for the benefit of
remediating the two sites on behalf of Nepera and the other former site owner.
Nepera and the prior owner were reimbursed their past costs from the trust.
Nepera had believed that the remaining funds available in the trust would be
sufficient to provide for the future remediation costs for the Sites.
Accordingly, the estimated range of liability for the Sites was offset against
the settlement funds.
Based on currently available information, Nepera believed that the current
trust balance would not cover the remaining work to be completed at Harriman and
under the final Maybrook ROD issued in September 2007. As such the Company
increased its reserve by $1,000 during 2007, which was recorded in discontinued
operations, for its expected share of the shortfall based on currently available
information. As of March 31, 2008, the reserve recorded on the books was $1,200.
The foregoing matters were retained by Nepera under the 2003 Purchase Agreement
as well as the settlement reached in the Rutherford matter (see "Sale of
Rutherford Chemicals" section of this Note).
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 adjusting or recording
an accrual, should an accrual ultimately be required.
Solvent Recoveries Superfund Site
In 1992, the USEPA notified Humphrey Chemical Co., Inc. ("Humphrey") of its
possible involvement as one of approximately 1,300 PRPs at a Superfund site
("the site") in Southington, Connecticut, once operated by Solvent Recoveries,
Inc. Humphrey joined the PRP group, which has agreed with the USEPA to perform a
Remedial Investigation/Feasibility Study ("RIFS"). The RIFS has been completed
and the USEPA has proposed remediation of the Site. Humphrey anticipates
exposure of approximately $315 in the coming years. The Company has increased
reserves to cover Humphrey's anticipated exposure.
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., ("Gyma") 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'
17
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
General. The suits alleged violations of the Federal Trade Commission Act
arising from exclusive license agreements between Profarmaco and Mylan covering
two APIs. The FTC and Attorneys' General 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. 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. In accordance with the agreement $10,815 has been paid through March
31, 2008 and the remaining $1,600 was paid in April 2008.
In February 2008 the District Court, in an action brought by three health
care insurers, entered judgment after trial against Mylan, Gyma and Cambrex in
the amount of $8,355, payable jointly and severally, and also a punitive damage
award against each of Mylan, Gyma and Cambrex in the amount of $16,709. The
parties will appeal the awards. Cambrex expects any payment of the judgment
against it to be made by Mylan under the indemnity described above.
Vitamin B-3
In May 1998, Nepera, which 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 an 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 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. All cases have been settled within established reserve amounts.
Settlement documents are expected to be finalized and payments are expected
to be made during the next several months. The balance of the reserves recorded
within accrued liabilities related to this matter was $1,577 as of March 31,
2008.
Sale of Rutherford Chemicals
The Company completed the sale of its Rutherford Chemicals business in
November 2003. Under the agreement for the sale ("Purchase Agreement"), the
Company provided standard representations and warranties and included various
covenants concerning the business, operations, liabilities and financial
condition of the Rutherford Chemicals business ("Rutherford Business") and
provided certain indemnities.
18
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
The Company also retained certain liabilities. Under the Purchase Agreement, the
Company also retained the responsibility for certain matters including: (i)
certain existing matters including violations and off-site liabilities; (ii)
completing the on-going remediation at the New York facility under a Record of
Decision ("ROD"); and (iii) completing the obligation to investigate site
conditions and conduct required remediation under the provisions of the ISRA.
The Company accrued for exposures which are deemed probable and estimable
related to the retained matters.
In April 2006, the Company received a summons and complaint (the
"Complaint") from the Buyers, which was filed in the Supreme Court of the State
of New York, County of New York. In the Complaint, the Buyers sought
indemnification, declaratory and injunctive relief for alleged (i) breaches of
various representations, warranties and covenants, related to structures,
buildings and equipment at each of the purchased facilities and, in addition,
was responsible for a related third party claim; and (ii) was obligated to
conduct certain environmental remediation at four of the five Rutherford
Business facilities. The Company denied the allegations, filed counterclaims and
has been vigorously defending the matter.
In July 2007 the Company entered into a Settlement Agreement and Release
(the "Settlement Agreement") and a related Environmental Escrow Agreement (the
"Escrow Agreement") settling litigation which had been commenced by the Buyers
by the filing of the Complaint in April 2006.
Under the Settlement Agreement:
- In the third quarter of 2007 (i) the Company paid the Buyers the
sum of $636 in reimbursement for past remediation expenses at the
Rutherford Business facilities; and (ii) the Buyers paid the
Company (pound)400 (approximately $813) for reimbursement of
certain tax refunds received from United Kingdom taxing
authorities.
- The Buyers also agreed to pay to an account (the "Escrow
Account") created under the Escrow Agreement the sum of $3,149
plus interest subsequent to September 30, 2007, representing the
amount owed on a Subordinated Promissory Note issued as
consideration under the Purchase Agreement. The Buyers paid
$1,000 of such amount in September 2007 and $2,193 in November
2007.
- The Company also agreed to make payment to the Escrow Account
within 30 days after the Buyers' Final Note Payment. The Company
paid $4,421 in January 2008.
The Escrow Account can be used only for costs arising from the remediation
of environmental contamination at the Rutherford Business facilities. The
Company has the right to object to any use of the funds in the Escrow Account
for non-remediation purposes, pursuant to an accelerated dispute resolution
process involving the parties' appointment of a Special Master.
Under the Settlement Agreement, the parties waive and extinguish all rights
under the Purchase Agreement to seek damages or any other remedy for any other
obligation contained in the Purchase Agreement as they relate to environmental
liabilities, including damages related to pre-closing ownership or operation of
the Rutherford Business facilities, compliance with environmental laws, and all
remediation at the Rutherford Business facilities, except for certain matters
which the Company specifically retained, namely (i) the off-site treatment,
storage and disposal of hazardous materials occurring before the November 10,
2003 closing of the Purchase Agreement, (ii) liability arising from the
pre-closing sales of products, (iii)
19
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
the completion of on-going remediation at the Nepera facility under a ROD, and
(iv) completion of on-going remediation at the Bayonne facility under ISRA. The
Buyers, however, retain its contractual obligation not to engage in any conduct
that materially increases the Company's costs of completing the remediation
under the ROD at the Nepera facility and the ISRA process at the Bayonne
facility. The obligations specifically retained by the Company are consistent
with its remediation obligations under the Purchase Agreement. The Company has
previously accrued for exposures deemed probable and reasonable related to any
specifically retained matters.
Further, under the Settlement Agreement, the Buyers and the Company release
each other from all claims and counterclaims asserted in the litigation, with
the exception of the Company's possible claim that the Buyers' activities have
increased the Company's remediation costs at the Nepera facility, which claim
the Company will dismiss without prejudice to its right to reassert the claim in
the future. The Buyers and the Company also waive all rights and obligations
under the Purchase Agreement related to any claims for additional payments under
the Purchase Agreement, including the Company's claims for the return of tax
refunds, the payment of the Subordinated Note, and any payments under the
earn-out provision.
Under the Settlement Agreement, the Company indemnifies and holds harmless
the Buyers for damages related to the obligations the Company specifically
retained. The Buyers indemnify and hold harmless the Company for certain
liabilities, including without limitation those arising from the presence of
hazardous materials at any of the Rutherford Business facilities, except for the
matters specifically retained by the Company.
Class Action Matter
In October 2003, the Company was notified of a securities class action
lawsuit filed against Cambrex and five former Company officers. Five class
action suits were filed with the New Jersey Federal District Court (the
"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 in March 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 a 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 and in October 2005, the Court denied the
Company's Motion to Dismiss. The Company continues to believe that the
complaints are without merit and will vigorously defend against them. As such,
the Company has recorded no reserves related to this matter. The Company has
reached its deductible under its insurance policy and further costs, expenses
and any settlement are expected to be paid by the Company's insurers.
In late 2007 the Company entered into a Memorandum of Understanding
regarding the settlement of all claims in this matter. The settlement includes a
payment to class members of an amount which is well within the policy limits of,
and is expected to be paid by, the Company's insurance. As a result, it is not
expected to impact the Company's operating results. Cambrex continues to deny
liability in the matter. The settlement is subject to final approval by the
Court and entry of an agreed upon Final Judgment. Class members will have the
opportunity to either object to the terms of the settlement or to opt out of the
class.
20
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
Baltimore Litigation
In 2001, the Company acquired the biopharmaceutical manufacturing business
in Baltimore (the "Baltimore Business"). The sellers of the Baltimore Business
filed suit against the Company alleging that the Company made false
representations during the negotiations on which the sellers relied in deciding
to sell the business and that the Company breached its obligation to pay
additional consideration as provided in the purchase agreement which was
contingent on the performance of the Baltimore Business.
In August 2007 the United States District Court, Southern District of New
York, granted the Company's pending Motion for Summary Judgment in the Baltimore
Litigation. The Company's Motion had been pending since late 2006. The Sellers
have filed a notice of appeal. Management continues to believe the matter to be
without merit and continues its defense of this matter. Appellate briefs have
been exchanged and the parties are awaiting a date for oral arguments to be
scheduled.
Other
The Company has commitments incident to the ordinary course of business
including corporate guarantees of certain subsidiary obligations to the
Company's lenders related to financial assurance obligations under certain
environmental laws for remediation, closure and 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 indemnifies its
officers and directors for certain events or occurrences while the officer or
director is, or was, serving at the Company's 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 the Company could be required to
make under these indemnification agreements is unlimited; however, the Company
has 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 March 31, 2008.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings that are not considered material at this
time.
(12) DISCONTINUED OPERATIONS
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
for cash consideration of $463,914, including working capital adjustments. As a
result of the transaction, the Company recorded a gain of $235,489 in 2007 and
all periods presented reflect the results of these businesses as discontinued
operations.
21
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) DISCONTINUED OPERATIONS (CONTINUED)
The following table reflects revenues and income from the discontinued
operations:
Three months ended March 31,
----------------------------
2008 2007
---- --------
Revenues $- $ 20,335
==== ========
Pre-tax income from operations of discontinued operations $- $ 545
---- --------
Gain on sale of Bioproducts and Biopharma segments - 232,116
---- --------
Income from discontinued operations before income taxes $- $232,661
---- --------
Provision for income taxes - 13,002
---- --------
Income from discontinued operations, net of tax $- $219,659
==== ========
22
CAMBREX CORPORATION AND SUBSIDIARIES
(dollars in thousands, except share data)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
EXECUTIVE OVERVIEW
The following significant events occurred during the first quarter of 2008
which affected reported operating profit:
- A charge of $634 recorded within operating expenses for restructuring
expenses.
- A charge of $177 recorded within operating expenses for strategic
alternative costs.
RESULTS OF OPERATIONS
COMPARISON OF FIRST QUARTER 2008 VERSUS FIRST QUARTER 2007
Gross sales in the first quarter 2008 of $61,706 were $3,291 or 5.1% below
the first quarter 2007. Gross sales were favorably impacted 6.3% due to exchange
rates reflecting a weaker U.S. dollar. This decrease is primarily due to lower
sales of a gastrointestinal active pharmaceutical ingredient, lower custom
development revenues and lower volumes of fine chemicals and feed additives,
partially offset by higher demand for controlled substances.
Gross margins decreased to 35.5% in the first quarter 2008 from 37.5% in
the first quarter 2007. Excluding the impact of foreign currency, gross margins
were 36.9% in the first quarter 2008. This decrease is primarily due to lower
pricing and higher costs associated with the start-up of the finishing facility
at the Milan facility partially offset by favorable product mix.
The following table reflects sales by geographic area for the three months
ended March 31, 2008 and 2007:
2008 2007
------- -------
North America $21,286 $22,473
Europe 34,736 38,567
Asia 3,571 2,007
Other 2,113 1,950
------- -------
Total Gross Sales $61,706 $64,997
======= =======
Selling, general and administrative expenses of $11,334 or 18.4% of gross
sales in the first quarter 2008 decreased from $15,347, or 23.6% in the first
quarter 2007. The decrease in expense is due mainly to significantly lower costs
due to the restructuring of the corporate office and unusually high litigation
expense in the first quarter of 2007, as well as reductions in spending at all
operating sites partially offset by an unfavorable impact from foreign currency
exchange.
In November 2007 the Company announced that it would consolidate its United
States research and development ("R&D") activities and small scale active
pharmaceutical ingredient ("API") production with its facility in Charles City,
Iowa. This consolidation was substantially completed at December 31, 2007. All
costs, net of expected sublease income, related to the existing operating lease
at the New Jersey R&D facility will be recorded as restructuring expenses in the
income statement. During the first quarter of 2008, the Company recorded $634 in
restructuring expenses. This charge consists of $341 in rent and related costs,
severance of $115 and $105 in clean-up costs at the New Jersey R&D facility.
Also included in restructuring expenses is approximately $73 in severance costs
at the corporate office. During the first
23
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST QUARTER 2008 VERSUS FIRST QUARTER 2007 (CONTINUED)
quarter of 2007 the Company recorded $1,682 in restructuring expenses primarily
consisting of severance and retention bonuses related to the restructuring of
the corporate office.
Strategic alternative costs of $177 in the first quarter of 2008 include
expenses related to change-in-control liabilities, severance and a project to
streamline our legal structure to improve cash flow and reduce the Company's
consolidated effective tax rate. In the first quarter of 2007, strategic
alternative costs include costs that the Company has incurred related to the
decision to sell the Bioproducts and Biopharma segments in February 2007. These
charges of $18,188 related to certain benefits which became payable under change
in control agreements between the Company and four of its current or former
executives due to the sale of the Bioproducts and Biopharma segments.
Also included in strategic alternative costs in the first quarter of 2007
is $4,489 of retention bonuses that were paid in connection with the sale of the
Bio Businesses as well as for continued employment. Additional costs including
those associated with the payment of the special dividend in connection with the
divestiture amounted to approximately $453 during the first quarter of 2007.
Research and development expenses of $2,256 were 3.7% of gross sales in the
first quarter 2008, compared to $2,600 or 4.0% of gross sales in the first
quarter 2007. The decrease is primarily due to lower costs at the recently
closed New Jersey R&D facility. The impact of foreign currency exchange was
negligible.
Operating profit in the first quarter of 2008 was $7,528 compared to a loss
of $18,364 in the first quarter of 2007. The results reflect lower operating
expenses due to strategic alternative costs and restructuring expenses and lower
corporate spending partially offset by lower gross margins as discussed above.
Net interest expense was $706 in the first quarter of 2008 compared to net
interest income of $1,539 in the first quarter of 2007. These results primarily
reflect higher average debt partially offset by lower interest rates. Interest
income was also considerably higher in the first quarter of 2007 compared to
2008 due to interest earned on the proceeds from the sale of the Bioproducts and
Biopharma segments. The first quarter of 2007 also includes the acceleration of
unamortized origination fees related to the repayment of the credit facility of
$841. The average interest rate on debt was 5.3% in the first quarter of 2008
versus 6.1% in the first quarter of 2007.
The effective tax rate for the first quarter 2008 was 38.9% compared to a
14.1% benefit in the first quarter 2007. The tax provision in the first quarter
2008 was $2,701 compared to a benefit of $2,363 in the first quarter of 2007.
This change is due to the geographic mix of pre-tax earnings, as well as the
recognition of a tax benefit in continuing operations as a result of the sale of
the businesses that comprised the Bioproducts and Biopharma segments in the
first quarter of 2007. The Company maintains a full valuation allowance against
its domestic, and certain foreign, net deferred tax assets and will continue to
do so until an appropriate level of 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 these net deferred assets would be realized.
As such, improvements in domestic, and certain foreign, 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 2008 was $4,246,
or $0.15, per diluted share versus a loss of $14,443, or $0.51 per diluted share
in the same period a year ago.
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST QUARTER 2008 VERSUS FIRST QUARTER 2007 (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased $1,513 in the first three months of
2008. During the three months ended March 31, 2008, cash used in operations was
$11,612 versus cash provided by operations of $1,013 in the same period a year
ago. The decrease in cash flows from operations in the first three months of
2008 versus the first three months of 2007 is due primarily to the pay down of
several year end accruals, including the Rutherford settlement and change in
control payments and an increase in inventories based on expected timing of
shipments.
Cash flows used in investing activities in the first three months of 2008
of $6,406 primarily reflects capital expenditures of $5,176 compared to $5,478
in 2007. Part of the funds in 2008 were used for a new mid-scale Pharma
manufacturing facility in Karlskoga, Sweden, an API purification facility in
Milan, Italy and capital improvements to existing facilities.
Cash flows provided by financing activities in the first three months of
2008 of $17,951 primarily represents net borrowings of $17,983. In the first
three months of 2007 financing activities include a net pay down of debt of
$158,586 and dividends paid of $833 partially offset by proceeds from stock
options exercised of $15,962.
During the first three months of 2007, the Company paid cash dividends of
$0.03 per share.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Statement No. 157 "Fair Value Measurements" ("FAS 157"). This statement
defines fair value, establishes a framework for measuring fair value in GAAP,
and expands disclosures about fair value measurements. This statement will apply
whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to
any new circumstances. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Relative to FAS 157, the FASB issued FASB Staff Positions 157-2,
which defers the effective date of FAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis, until fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years. The effect of adopting this pronouncement (related to financial assets
and financial liabilities) did not have a material impact on the Company's
financial position or results of operations. The Company is currently evaluating
the potential impact of this statement (related to nonfinancial assets and
nonfinancial liabilities).
Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans
The Company adopted FASB Statement No. 158 "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("FAS 158") for the year ended December
31, 2006. FAS 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as an asset or
liability in the balance sheet and to recognize changes in that funded status in
the year in which the changes occur through comprehensive income. This statement
does not impact the amounts recognized in the income statement.
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST QUARTER 2008 VERSUS FIRST QUARTER 2007 (CONTINUED)
FAS 158 also requires an employer to measure the funded status of a plan as
of the date of the fiscal year end balance sheet. The Company's pension plans
and postretirement benefits plan previously had a September 30 measurement date.
The Company will adopt this measurement requirement effective December 31, 2008.
The effect of adopting this pronouncement will not have a material impact on the
Company's financial position or results of operations.
Fair Value Option for Financial Assets and Financial Liabilities
The Company adopted FASB Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("FAS 159") effective January 1, 2008. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings at each subsequent
reporting date. The effect of adopting this pronouncement did not have a
material impact on the Company's financial position or results of operations.
Amendment of FAS 141
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007),
"Business Combinations" ("FAS 141R"). Under FAS 141R, an acquiring entity will
be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition date fair value with limited exceptions. FAS 141R
will change the accounting treatment for certain specific items, including:
- acquisition costs will be generally expensed as incurred;
- noncontrolling interests will be valued at fair value at the
acquisition date;
- acquired contingent liabilities will be recorded at fair value at
the acquisition date and subsequently measured at either the
higher of such amount or the amount determined under existing
guidance for non-acquired contingencies;
- in-process research and development will be recorded at fair
value as an indefinite-lived intangible asset at the acquisition
date until the completion or abandonment of the associated
research and development efforts;
- restructuring costs associated with a business combination will
be generally expensed subsequent to the acquisition date; and
- changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect
income tax expense.
FAS 141R also includes a substantial number of new disclosure requirements.
FAS 141R applies prospectively to business combinations (except for income taxes
which applies to prior as well as future acquisitions) for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the
Company will adopt this statement on January 1, 2009.
26
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST QUARTER 2008 VERSUS FIRST QUARTER 2007 (CONTINUED)
Amendment of FAS 133
In March 2008, the FASB issued FASB Statement No. 161 "Disclosures about
Derivative Instruments and Hedging Activities--an amendment of FASB Statement
No. 133" ("FAS 161"). This statement requires enhanced disclosures about
derivative and hedging activities and thereby improves the transparency of
financial reporting. FAS 161 encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. This statement is effective
for fiscal years beginning after November 15, 2008. The effect of adopting this
pronouncement will not have an impact on the Company's financial position or
results of operations.
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, as amended, 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 are used 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. Any 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 regulations (particularly environmental issues), tax rate,
interest rate, technology, manufacturing and legal issues, including the outcome
of outstanding litigation disclosed in the Company's public filings, changes in
foreign exchange rates, uncollectible receivables, loss on disposition of
assets, cancellation or delays in renewal of contracts, lack of suitable raw
materials or packaging materials, the Company's ability to receive regulatory
approvals for its products and the accuracy of the Company's current estimates
with respect to its earnings and profits for tax purposes in 2007. 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, the Company 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.
For further details and a discussion of these and other risks and
uncertainties, investors are cautioned to review the Cambrex 2007 Annual Report
on Form 10-K, including the Forward-Looking Statement section therein, and other
filings with the U.S. Securities and Exchange Commission. The Company undertakes
no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk
during the first three months of 2008. For a discussion of the Company's
exposure to market risk, refer to Part II, Item 7A, "Quantitative and
Qualitative Disclosures about Market Risk," contained in the Company's Annual
Report on Form 10-K for the period ended December 31, 2007.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures
designed to provide reasonable assurance that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. Disclosure
controls are also designed to reasonably assure that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. Disclosure controls include components of
internal control over financial reporting, which consists of control processes
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with
generally accepted accounting principles in the United States.
We have carried out an evaluation under the supervision of, and with the
participation of, our management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of March 31, 2008. The Company's
management has concluded that the financial statements included in this Form
10-Q are a fair presentation in all material respects the Company's financial
position, results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles.
There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and
the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There were no significant changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting
during the quarter ended March 31, 2008.
28
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 1 LEGAL PROCEEDINGS
See the discussion under Part I, Item 1, Note 11 to the Consolidated
Financial Statements.
ITEM 1A RISK FACTORS
There have been no material changes to our risk factors and uncertainties
during the first three months of 2008. For a discussion of the Risk Factors,
refer to Part I, Item 1A, "Risk Factors," contained in the Company's Annual
Report on Form 10-K for the period ended December 31, 2007.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
1. At the Annual Meeting of Stockholders held on April 24, 2008, four
Directors in Class III were elected to hold office as Directors of the
Company until the 2009 Annual Meeting of Stockholders.
Nominees Votes For Votes Withheld
-------- ---------- --------------
William B. Korb 25,800,838 669,403
James A. Mack 25,736,766 233,475
John R. Miller 23,762,164 2,708,077
Peter Tombros 25,464,614 1,005,627
2. Also, the Stockholders voted for the appointment of BDO Seidman, LLP
as the Company's Registered Independent Public Accounting Firm for
2008.
Votes For Votes Against Votes Abstained
--------- ------------- ---------------
26,411,749 47,800 10,691
ITEM 6 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.
29
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/ Gregory P. Sargen
-----------------------------------
Gregory P. Sargen
Vice President and Chief Financial Officer
(On behalf of the Registrant and as the
Registrant's Principal Financial Officer)
Dated: May 2, 2008
30