CONFORMED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended June 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from____________ to___________
Commission file number 1-10638
CAMBREX CORPORATION
-------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2476135
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
--------------------------------------------------------
(Address of principal executive offices)
(201) 804-3000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No
As of July 31, 2004, there were 26,107,527 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
For The Quarter Ended June 30, 2004
Table of Contents
Page No.
---------
Part I Financial information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets as of
June 30, 2004 and December 31, 2003 3
Consolidated income statements for the
three months and six months ended June 30, 2004 and 2003 4
Consolidated statements of cash flows
for the six months ended June 30, 2004 and 2003 5
Notes to unaudited consolidated financial statements 6 - 23
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 24 - 30
Item 4. Controls and Procedures 31 - 32
Part II Other information
Item 2. Changes in Securities and Use of Proceeds 33
Item 4. Matters Submitted to a Vote of Securities Holders 33
Item 6. Exhibits and Reports on Form 8-K 33
Signatures
34
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
FOR THE QUARTER ENDED JUNE 30, 2004
EXPLANATORY NOTE:
During the 2004 year-end financial reporting process, the Company
identified certain accounting adjustments principally related to amortization of
leasehold improvements, employee benefit accruals, inventory and taxes that
impacted prior years and prior quarters within 2004. The cumulative impact of
the prior years' adjustments was a reduction to net income of $475 and is not
considered material to any prior period. The prior years' adjustment of $475 has
been reflected in the restated first quarter 2004 results. The impact on net
income for the first, second and third quarters of 2004 was a decrease of $439
or $0.02 per fully diluted share, an increase of $229 or $0.01 per fully diluted
share and a decrease of $666 or $0.03 per fully diluted share, respectively.
Note #2 to the consolidated financial statements summarizes the impact of this
restatement on the Company's statements of operations for the three and six
months ended June 30, 2004 and the balance sheet as of June 30, 2004.
The Company also identified certain adjustments to the December 31, 2003
foreign deferred tax balances, minimum pension liability and other comprehensive
income which have been reflected as of March 31, 2004. These adjustments were
not considered material to 2003 or to the quarter ended March 31, 2004.
This Form 10-Q/A hereby amends and restates Items 1, 2 and 4, in Part I of
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004,
to reflect the restatement of the Company's consolidated financial statements
included in such report. No further changes to the previously filed Form 10-Q
are being made. All information in this Form 10-Q/A is as of June 30, 2004 and
does not reflect any subsequent information or events other than the
restatement.
For additional discussion of developments relating to periods subsequent
to June 30, 2004, please see the Company's reports filed with the Securities and
Exchange Commission with respect to such subsequent periods, including the
Company's Quarterly Reports on Forms 10-Q/A for the quarter ended September 30,
2004 and the Annual Report on Form 10-K for the year ended December 31, 2004.
(in thousands, except per share data)
2
Part 1 - FINANCIAL INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
June 30, December 31,
2004 2003
---------- ------------
(restated)
ASSETS
Current assets:
Cash and cash equivalents.................................................. $ 76,137 $ 64,294
Trade receivables, less allowances of $2,763 and $3,281
at respective dates................................................... 57,124 58,324
Inventories, net........................................................... 85,486 82,013
Deferred tax assets........................................................ 6,174 8,757
Prepaid expenses and other current assets.................................. 21,347 16,294
---------- ------------
Total current assets.................................................. 246,268 229,682
Property, plant and equipment, net.............................................. 261,209 269,147
Goodwill........................................................................ 218,330 220,742
Other intangible assets, net.................................................... 50,865 51,391
Other assets.................................................................... 6,717 7,541
---------- ------------
Total assets.......................................................... $ 783,389 $ 778,503
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................... $ 27,869 $ 35,326
Accrued liabilities........................................................ 56,062 54,522
Short-term debt and current portion of
long-term debt........................................................ 1,811 1,376
---------- ------------
Total current liabilities....................................................... 85,742 91,224
Long-term debt.................................................................. 220,970 212,369
Deferred tax liabilities........................................................ 28,895 29,196
Other non-current liabilities................................................... 48,840 49,084
---------- ------------
Total liabilities..................................................... $ 384,447 $ 381,873
---------- ------------
Stockholders' equity:
Common stock, $.10 par value; issued 28,714,802 and
28,471,652 shares at respective dates.................................. 2,871 2,847
Additional paid-in capital................................................. 210,720 206,256
Retained earnings.......................................................... 217,595 205,787
Treasury stock, at cost 2,598,334 and 2,614,910
shares at respective dates.............................................. (21,961) (22,101)
Deferred compensation...................................................... (1,652) (1,616)
Accumulated other comprehensive (loss)/income.............................. (8,631) 5,457
---------- ------------
Total stockholders' equity............................................ 398,942 396,630
---------- ------------
Total liabilities and stockholders' equity............................ $ 783,389 $ 778,503
========== ============
See accompanying notes to unaudited consolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(unaudited)
(in thousands, except per-share data)
Three months ended Six months ended
June 30, June 30,
--------------------------- ------------------------
2004 2003 2004 2003
---------- ----------- --------- ---------
(restated) (restated)
Gross sales................................................. $ 108,951 $ 103,116 $ 222,500 $ 208,347
Commissions & allowances............................... 699 1,067 1,658 2,200
---------- ----------- --------- ---------
Net sales................................................... 108,252 102,049 220,842 206,147
Other revenues......................................... 1,797 2,120 4,839 5,008
---------- ----------- --------- ---------
NET REVENUES................................................ 110,049 104,169 225,681 211,155
Cost of goods sold.......................................... 68,043 63,960 138,204 125,692
---------- ----------- --------- ---------
GROSS PROFIT................................................ 42,006 40,209 87,477 85,463
Operating expenses:
Selling, general and
administrative expenses............................. 24,425 22,963 51,862 48,075
Research and development expenses...................... 4,673 4,422 9,416 8,515
Legal settlement....................................... - - - 11,342
Other, net............................................. - - (1,863) -
---------- ----------- --------- ---------
Total operating expenses............................. 29,098 27,385 59,415 67,932
OPERATING PROFIT............................................ 12,908 12,824 28,062 17,531
Other expenses (income):
Interest expense, net.................................. 2,688 2,702 5,617 5,050
Other expense/(income), net............................ 21 (313) 148 (127)
---------- ----------- --------- ---------
Income from continuing operations before
income taxes.......................................... 10,199 10,435 22,297 12,608
Provision for income taxes............................. 3,860 2,923 8,199 3,532
---------- ----------- --------- ---------
INCOME FROM CONTINUING OPERATIONS........................... $ 6,339 $ 7,512 $ 14,098 $ 9,076
DISCONTINUED OPERATIONS (NOTE 10)
Income/(loss) from discontinued operations before
income taxes........................................... - 445 (742) 1,460
Income tax (benefits)/provision............................. - (94) - 126
---------- ----------- --------- ---------
Income/(loss) on discontinued operations.................... - 539 (742) 1,334
---------- ----------- --------- ---------
Net income.................................................. $ 6,339 $ 8,051 $ 13,356 $ 10,410
========== =========== ========= =========
Basic earnings per share:
Income from continuing operations...................... $ 0.24 $ 0.29 $ 0.54 $ 0.35
Income/(loss) from discontinued operations............. - 0.02 (0.03) 0.05
---------- ----------- --------- ---------
Net income............................................. $ 0.24 $ 0.31 $ 0.51 $ 0.40
Diluted earnings per share:
Income from continuing operations...................... $ 0.24 $ 0.29 $ 0.53 $ 0.35
Income/(loss) from discontinued operations............. - 0.02 (0.02) 0.05
---------- ----------- --------- ---------
Net income............................................. $ 0.24 $ 0.31 $ 0.51 $ 0.40
Weighted average shares outstanding:
Basic.................................................. 26,112 25,732 26,057 25,792
Effect of dilutive stock options....................... 271 241 348 300
---------- ----------- --------- ---------
Diluted................................................ 26,383 25,973 26,405 26,092
Cash dividends paid per share............................... $ 0.03 $ 0.03 $ 0.06 $ 0.06
========== =========== ========= =========
See accompanying notes to unaudited consolidated financial statements.
4
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Six months ended
June 30,
-------------------------
2004 2003
---------- ----------
(restated)
Cash flows from operating activities:
Net income................................................................. $ 13,356 $ 10,410
Depreciation and amortization.............................................. 20,818 17,016
Deferred income tax provision.............................................. 470 3,985
Changes in assets and liabilities:
Provision for legal settlement, net of cash payments.................. (1,600) 7,013
Receivables, net...................................................... 24 835
Inventories........................................................... (5,423) 2,459
Prepaid expenses and other current assets............................. 1,554 501
Accounts payable and accrued liabilities.............................. (961) (294)
Income taxes payable.................................................. (5,229) (4,795)
Other non-current assets and liabilities.............................. (902) 1,650
Discontinued operations:
Non-cash charges and changes in operating assets
and liabilities................................................. (1,309) 6,532
---------- ----------
Net cash provided by operating activities............................. 20,798 45,312
---------- ----------
Cash flows from investing activities:
Capital expenditures....................................................... (18,138) (19,095)
Other investing activities................................................. (427) 229
Discontinued operations - cash flows provided by
investing activities.................................................... - 1,903
---------- ----------
Net cash used in investing activities...................................... (18,565) (16,963)
---------- ----------
Cash flows from financing activities:
Dividends paid............................................................. (1,548) (1,563)
Net increase in short-term debt............................................ 425 960
Long-term debt activity (including current portion):
Borrowings............................................................ 39,350 217,565
Repayments............................................................ (30,735) (237,420)
Proceeds from stock options exercised...................................... 3,988 92
Purchase of treasury stock................................................. - (2,420)
---------- ----------
Net cash provided by (used in) financing activities................... 11,480 (22,786)
---------- ----------
Effect of exchange rate changes on cash......................................... (1,870) 2,452
---------- ----------
Net increase in cash and cash equivalents....................................... 11,843 8,015
---------- ----------
Cash and cash equivalents at beginning of period................................ 64,294 33,296
---------- ----------
Cash and cash equivalents at end of period...................................... $ 76,137 $ 41,311
========== ==========
See accompanying notes to unaudited consolidated financial statements.
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per-share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated by the context, "Cambrex" or the "Company"
means Cambrex Corporation and its subsidiaries.
The accompanying unaudited Consolidated Financial Statements have been
prepared from the records of the Company. In the opinion of management, the
financial statements include all adjustments which are of a normal and recurring
nature and are necessary for a fair presentation of financial position and
results of operations in conformity with generally accepted accounting
principles. These interim financial statements should be read in conjunction
with the financial statements for the year ended December 31, 2003.
The results of operations for the three months and six months ended June
30, 2004 are not necessarily indicative of the results to be expected for the
full year.
As discussed in Note #10, on November 10, 2003, the sale of Rutherford
Chemicals was completed and accordingly, the business comprising the Rutherford
Chemicals segment is being reported as a discontinued operation in all periods
presented.
Certain reclassifications have been made in prior year amounts to conform
to the current year presentation.
(2) RESTATEMENT OF 2004 QUARTERLY RESULTS
During the 2004 year-end financial reporting process, the Company
identified certain accounting adjustments principally related to amortization of
leasehold improvements, employee benefit accruals, inventory and taxes that
impacted prior years and prior quarters within 2004. The cumulative impact of
the prior years' adjustments was a reduction to net income of $475 and is not
considered material to any prior period. The prior years' adjustment of $475 has
been reflected in the restated first quarter 2004 results. The impact on net
income for the three and six months ended June 30, 2004 was an increase of $229
or $0.01 and a decrease of $210 or $0.00 per fully diluted share, respectively.
The Company has restated the results of the three and six months ended June 30,
2004 to reflect these adjustments.
The Company also identified certain adjustments to the December 31, 2003
foreign deferred tax balances, minimum pension liability and other comprehensive
income which have been reflected as of March 31, 2004. These adjustments were
not considered material to 2003.
The restatement did not have any impact on the Company's cash flows (net
cash provided by/used in operating activities, investing activities or financing
activities). A summary of the effects of the restatement on the accompanying
Consolidated Income Statements and Consolidated Balance Sheets is as follows:
6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(2) RESTATEMENT OF 2004 QUARTERLY RESULTS -(CONTINUED)
Consolidated Income Statements
QUARTER ENDED SIX MONTHS ENDED
JUNE 30, 2004 JUNE 30, 2004
------------------------------ ------------------------------
AS
AS PREVIOUSLY PREVIOUSLY AS
REPORTED AS RESTATED REPORTED RESTATED
-------------- ------------ ------------- --------------
Gross sales $ 108,951 $ 108,951 $ 222,543 $ 222,500
Cost of goods sold 67,969 68,043 138,486 138,204
Gross profit 42,080 42,006 87,238 87,477
SG&A expenses 24,739 24,425 52,218 51,862
R&D expenses 4,665 4,673 9,387 9,416
Operating profit 12,676 12,908 27,496 28,062
Provision for income taxes 3,857 3,860 7,423 8,199
Income from continuing operations 6,110 6,339 14,308 14,098
Net income 6,110 6,339 13,566 13,356
Diluted EPS, Continuing operations $ 0.23 $ 0.24 $ 0.54 $ 0.53
Diluted EPS, Net income $ 0.23 $ 0.24 $ 0.51 $ 0.51
Consolidated Balance Sheets
AS OF JUNE 30, 2004
------------------------------
AS PREVIOUSLY
REPORTED AS RESTATED
-------------- -----------
Trade receivables, net $ 57,167 $ 57,124
Inventories, net 84,519 85,486
Deferred tax assets 8,757 6,174
Prepaid expenses and other current assets 21,653 21,347
Total current assets 248,233 246,268
Property, plant and equipment, net 262,100 261,209
Goodwill 219,424 218,330
Total assets 787,339 783,389
Accrued liabilities 56,658 56,062
Deferred tax liabilities 28,998 28,895
Other non-current liabilites 46,993 48,840
Total liabilities 383,299 384,447
Retained earnings 217,805 217,595
Accumulated other comprehensive loss (3,743) (8,631)
Total shareholders' equity $ 404,040 $ 398,942
(3) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Consolidation of Variable Interest Entities
In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 "Consolidation of Variable Interest Entities" ("FIN
46"). The interpretation provides guidance on consolidating variable interest
entities and applies immediately to variable interests created after January 31,
2003. The guidelines of the interpretation became applicable for the Company in
its fourth quarter 2003 financial statements for variable interest entities
created before February 1, 2003. The interpretation requires variable interest
entities to be
7
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(3) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
consolidated if the equity investment at risk is not sufficient to permit an
entity to finance its activities without support from other parties or the
equity investors lack certain specified characteristics.
In December 2003, the FASB issued FIN 46R which requires the application
of either FIN 46 or FIN 46R by public entities created prior to February 1, 2003
at the end of the first interim or annual reporting period ending after December
15, 2003. All entities created after January 31, 2003 by public entities were
already required to be analyzed under FIN 46, and they must continue to do so,
unless FIN 46R was adopted early. FIN 46R is applicable to all non-special
purpose entities created prior to February 1, 2003 by Public Entities that are
not small business issuers at the end of the first interim or annual reporting
period ending after March 15, 2004. The Company has reviewed FIN 46 and FIN 46R
and determined their impact did not have an effect on the Company's consolidated
financial position or results in operations.
Employers' Disclosure about Pension and Other Postretirement Benefits
In December 2003, the FASB published a revision to Statement of Financial
Accounting Standard No. 132 "Employers' Disclosure about Pensions and Other
Postretirement Benefits an amendment of FASB Statements No. 87, 88, and 106"
("SFAS 132"). SFAS 132R requires additional disclosures to those in the original
SFAS 132 about the assets, obligations, cash flows, and net periodic benefit
cost of defined benefit pension plans and other defined benefit postretirement
plans. SFAS 132R is effective for financial statements with fiscal years ending
after December 15, 2003. The interim period disclosures required by SFAS 132R
were effective for interim periods beginning after December 15, 2003. The
Company is in compliance with SFAS 132R.
In May 2004, the FASB issued FASB Staff Position (FSP) No.106-2
"Accounting and disclosure requirements related to the Medicare Prescription
Drug Improvement and Modernization Act ("the Act") of 2003", which supercedes
FASB issued Staff Position 106-1 of the same title. The Act allows for the
federal government to make subsidy payments (beginning in 2006) to employers
that sponsor postretirement benefit plans under which retirees receive
prescription drug benefits that are "actuarially equivalent" to the prescription
drug benefit provided under Medicare. The Staff Position clarifies the
accounting for the benefits attributable to the Act. The Company has elected to
defer the accounting effects of this Act. The Company is in the process of
assessing whether the benefits provided by the plan are actuarially equivalent
to the Medicare Part D benefit under the Act. As a result, any measures of the
plan's accumulated pension benefit obligation or net periodic postretirement
benefit cost in the financial statements or accompanying notes do not reflect
the effects of the Act on the plan.
(4) STOCK BASED COMPENSATION
At June 30, 2004, the Company has seven active stock-based employee
compensation plans in effect. The Company accounts for those plans under the
recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the underlying common
stock on the date of grant. The following table illustrates the effect on net
income and earnings per share if the Company had applied the fair value
recognition provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.
In May 2003, the Chief Executive Officer ("CEO") was granted 150,000
incentive stock appreciation rights. In the fourth quarter 2003 these rights
vested and, as such, the CEO is entitled to a cash settlement representing
8
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(4) STOCK BASED COMPENSATION (CONTINUED)
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 CEO'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 second quarter and six months of 2004, the Company
recorded $251 and $6, respectively, in compensation benefit.
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---------- ------- ---------- --------
(restated) (restated)
Net income, as reported............................................. $ 6,339 $ 8,051 $ 13,356 $ 10,410
Deduct: stock based compensation benefit
included in reported net income,
net of tax effects............................................... (251) - (6) -
Deduct: stock-based compensation
expenses determined using fair value
method, net of tax effects....................................... (413) (966) (1,792) (1,728)
---------- ------- ---------- --------
Proforma net income................................................. $ 5,675 $ 7,085 $ 11,558 $ 8,682
Proforma weighted average shares outstanding:
Basic............................................................. 26,112 25,732 26,057 25,792
Diluted........................................................... 26,112 25,732 26,057 25,792
The effect of stock options would be anti-dilutive under the FAS 123 calculation
and are therefore excluded.
Earnings per share:
Basic - as reported.............................................. $ 0.24 $ 0.31 $ 0.51 $ 0.40
Basic - proforma................................................. $ 0.22 $ 0.28 $ 0.44 $ 0.34
Diluted - as reported............................................ $ 0.24 $ 0.31 $ 0.51 $ 0.40
Diluted - proforma............................................... $ 0.22 $ 0.28 $ 0.44 $ 0.34
(5) GOODWILL AND INTANGIBLE ASSETS
The Company adopted SFAS 142, "Goodwill and Other Intangible Assets" in
the first quarter of fiscal 2002. 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.
9
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(5) GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
The changes in the carrying amount of goodwill for the six months ended
June 30, 2004, are as follows:
Human
Bioproducts Health Biopharma
Segment Segment Segment Total
----------- -------- --------- ---------
(restated) (restated)
Balance as of January 1, 2004............. $ 53,787 $ 41,617 $ 125,338 $ 220,742
Cumulative Translation Effect............. (184) (1,364) - (1,548)
Other, including Contingent
Purchase Price Adjustment................. (864) - - (864)
----------- -------- --------- ---------
Balance as of June 30, 2004............... $ 52,739 $ 40,253 $ 125,338 $ 218,330
=========== ======== ========= =========
Other intangible assets that are not subject to amortization, consist of
the following:
As of As of
June 30, December 31,
2004 2003
-------- ------------
Proprietary Process....................... $ 1,675 $ 1,675
Trademarks................................ 33,898 33,898
-------- ------------
Total $ 35,573 $ 35,573
======== ============
Other intangible assets, which continue to be amortized, consist of the
following:
As of As of
June 30, December 31,
2004 2003
Gross Gross
Carrying Carrying
Amount Amount
-------- ------------
Patents................................... $ 3,324 $ 3,122
Proprietary Process....................... 7,146 6,972
Supply Agreements......................... 2,110 2,110
Trademarks................................ 785 785
Unpatented Technology..................... 5,912 5,912
Other..................................... 2,247 2,249
Fully amortized assets*................... 2,883 2,883
-------- ------------
Total 24,407 24,033
Accumulated Amortization.................. (9,115) ( 8,215)
-------- ------------
Net $ 15,292 $ 15,818
======== ============
*This category includes certain fully amortized patents, proprietary process and
non-compete agreements.
Amortization expense for the three months and six months ended June 30,
2004 was $450 and $922, respectively.
10
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(6) INCOME TAXES
The Company's domestic net deferred tax assets at June 30, 2004 were
primarily associated with net operating loss carryforwards, foreign tax credits,
research and experimentation tax credits and alternative minimum tax credits,
which are evaluated quarterly to assess the likelihood of realization. The
realization of these assets is ultimately dependent upon generating future
taxable income or implementing tax-planning strategies prior to expiration of
those assets. Beginning September 30, 2003 the Company has maintained a full
valuation allowance on its domestic net deferred tax assets. Accordingly, for
the six months ended June 30, 2004 a full valuation allowance of the Company's
domestic net deferred tax assets generated during the first half of 2004 was
recorded. The Company will continue to record a full valuation allowance on its
domestic net deferred tax assets until an appropriate level of domestic
profitability is sustained or tax strategies can be developed that will enable
the Company to conclude that it is more likely than not that a portion of the
domestic net deferred assets will be realized. If the Company continues to
report pre-tax losses in the United States, income tax benefits associated with
those losses will not be recognized and, therefore, those losses will not be
reduced by such income tax benefits. Additionally, should domestic losses
continue, it is possible that tax planning strategies preserving certain
domestic tax assets could be deemed inadequate, resulting in additional
valuation allowances in the future. The carryforward periods for foreign tax
credits, research and experimentation tax credits, net operating losses, and the
federal alternative minimum tax credits are 5 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.
(7) INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Inventories at June 30, 2004 and December 31, 2003 consist of the
following:
June 30, December 31,
2004 2003
---------- ------------
(restated)
Finished goods....................................... $ 42,570 $ 42,045
Work in process...................................... 23,270 19,105
Raw materials........................................ 15,240 16,601
Supplies............................................. 4,406 4,262
---------- ------------
Total.......................................... $ 85,486 $ 82,013
========== ============
11
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(8) LONG-TERM DEBT
Long-term debt at June 30, 2004 and December 31, 2003 consists of the
following:
June 30, December 31,
2004 2003
---------- ------------
Bank credit facilities............................... $ 114,500 $ 105,200
Senior notes......................................... 100,000 100,000
Other................................................ 7,860 8,545
---------- ------------
Subtotal....................................... 222,360 213,745
Less: current portion............................... (1,390) (1,376)
---------- ------------
Total.......................................... $ 220,970 $ 212,369
========== ============
The Company met all bank covenants for the first six months of 2004 and
2003.
(9) RESTRUCTURING AND OTHER CHARGES
2004 Actions
In the first quarter of 2004, management, at one of the Company's European
facilities within the Human Health segment, communicated to employees that a
workforce reduction would occur at the site. The Company recorded a $1,000
charge in Other, net operating expenses to accrue for the termination benefits
related to the workforce reduction. In all, 13 workers will be terminated of
which eight were terminated in the second quarter of 2004, with the remainder to
be terminated during the third quarter of 2004. As of June 30, 2004
approximately $300 has been paid. The company expects to pay most of the
remaining benefits over the next three months.
The following table displays the activity related to the 2004 reduction in
workforce reserve through June 30, 2004 (in millions):
2004
Activity
--------
June 30,
2004
2004 Cash Reserve
Expense Payments Balance
------- -------- -------
Workforce reduction.......................... $ 1.0 $ (0.3) $ 0.7
======= ======== ========
2002 Actions
In 2002, Cambrex completed a plan to realign its businesses, and at that
time, the Company recorded net special pre-tax charges of $15,087, of which
$10,849 were recorded in discontinued operations.
12
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
(9) RESTRUCTURING AND OTHER CHARGES (CONTINUED)
The following table displays the activity related to the 2002
restructuring accruals through June 30, 2004 (in millions):
2003 2004
Activity Activity
-------- --------
December December June
31, 2002 31, 2003 30, 2004
Reserve Cash Reserve Cash Reserve
Balance Payments Balance Payments Balance
------- -------- ------- -------- -------
Restructuring and other charges:
Employee severance........................... $ 1.0 $ (0.8) $ 0.2 $ (0.2) $ 0.0
Facility closure costs....................... 1.6 (0.6) 1.0 (0.3) 0.7
-------- -------- -------- -------- --------
Total........................................ $ 2.6 $ (1.4) $ 1.2 $ (0.5) $ 0.7
======== ======== ======== ======== ========
The remaining facility closure costs are expected to be paid in the third
of quarter 2004.
(10) 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 for discontinued operations will be recorded in future periods if the
Company receives any payments under the earn-out arrangement. In the first
quarter of 2004, the Company finalized the post closing working capital
adjustment. This adjustment, along with legal and other charges associated with
the sale, has resulted in an additional $742 charge to discontinued operations
in the first quarter 2004. This loss has not been tax affected, the reasons for
which are more fully explained in Note #6.
In accordance with the sale agreement, the Company has retained certain
liabilities of the Rutherford Chemicals business including existing general
litigation matters, including the Vitamin B-3 matter, pre-closing environmental
liabilities and post retirement benefits and pension liabilities. See Note #15
for further discussion.
As a result of the completion of the transaction on November 10, 2003, the
business comprising the Rutherford Chemicals segment is being reported as a
discontinued operation in all periods presented.
13
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(10) DISCONTINUED OPERATIONS - SALE OF RUTHERFORD CHEMICALS (CONTINUED)
The following table shows revenues and income/(loss) from discontinued
operations for the three and six months ended June 30, 2004 and 2003:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------- -------- -------- --------
Revenues..................................... $ - $ 33,247 $ - $ 67,936
======== ======== ======== ========
Pre-tax income/(loss) from
discontinued operations.................. $ - $ 445 $ (742) $ 1,460
======== ======== ======== ========
(11) COMPREHENSIVE INCOME
The Company also identified certain adjustments to the December 31, 2003
foreign deferred tax balances, minimum pension liability and other comprehensive
income which have been reflected in the first quarter of 2004. These adjustments
were not considered material to 2003.
The following table shows the components of comprehensive income for the
three and six months ended June 30, 2004 and 2003:
For the quarter ended For the six months ended
June 30, June 30,
---------------------- -----------------------
2004 2003 2004 2003
--------- --------- ---------- ----------
(restated) (restated)
Net income.......................... $ 6,339 $ 8,051 $ 13,356 $ 10,410
Foreign Currency Translation........ (1,028) 11,843 (11,806) 18,309
Unrealized (loss)/gain on
hedging contracts............... 1,523 465 570 (40)
Minimum Pension Liability........... (14) - (2,836) -
Other .............................. (40) 12 (16) (4)
--------- --------- ---------- ----------
Total........................ $ 6,780 $ 20,371 $ (732) $ 28,675
========= ========= ========== ==========
(12) RETIREMENT PLANS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
substantially all eligible employees: (1) the Nepera Hourly Pension Plan (the
"Nepera Plan") which covers the union employees at the formerly owned Harriman,
New York plant, and (2) the Cambrex Pension Plan (the "Cambrex Plan") which
covers all other eligible employees.
14
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(12) RETIREMENT PLANS (CONTINUED)
The components of net periodic pension cost for the Company's domestic
plans for the three and six months ended June 30, 2004 and 2003 are as follows:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---------- ---------- --------- ---------
(restated) (restated)
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost........................................................ $ 581 $ 650 $ 1,162 $ 1,300
Interest Cost....................................................... 731 710 1,462 1,420
Expected return on plan assets...................................... (660) (525) (1,299) (1,050)
Amortization of prior service cost.................................. 11 17 22 34
Recognized actuarial loss........................................... 129 130 258 260
---------- ---------- --------- ---------
Net periodic benefit cost.................................. $ 792 $ 982 $ 1,605 $ 1,964
========== ========== ========= =========
The Company expects to contribute $4,859 in cash to its two U.S.
defined-benefit pension plans in 2004.
The Company has two Supplemental Executive Retirement Plans (SERP) for key
executives. These plans are non-qualified and unfunded.
The components of net periodic pension cost for the Company's SERP Plans
for the three and six months ended June 30, 2004 and 2003 are as follows:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---------- ---------- --------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost............................................... $ 52 $ 63 $ 104 $ 126
Interest Cost.............................................. 107 106 214 212
Amortization of unrecognized
transition obligation.................................. 25 - 50 -
Amortization of prior service cost......................... 1 1 2 2
Recognized actuarial loss.................................. 12 33 24 66
---------- ---------- --------- ---------
Net periodic benefit cost.................................. $ 197 $ 203 $ 394 $ 406
========== ========== ========= =========
International Pension Plans
Certain foreign subsidiaries of the Company maintain pension plans for
their employees that conform to the common practice in their respective
countries. Based on local laws and customs, some of those plans are not funded.
For those plans that are funded, the amount in the trust supporting the plan is
actuarially determined and in compliance with local statutes, where applicable.
15
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(12) RETIREMENT PLANS (CONTINUED)
The components of net periodic pension cost for the Company's
international plans for the three and six months ended June 30, 2004 and 2003
are as follows:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------- -------- -------- --------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost........................................................ $ 261 $ 158 $ 434 $ 316
Interest Cost....................................................... 276 207 510 414
Expected return on plan assets...................................... (97) (46) (142) (92)
Amortization of excess plan net..................................... (10) (8) (20) (16)
Amortization of prior service cost.................................. 68 32 102 64
-------- -------- -------- --------
Net periodic benefit cost........................................... $ 498 $ 343 $ 884 $ 686
======== ======== ======== ========
The Company expects to contribute approximately $562 in cash to its
international pension plans in 2004.
(13) OTHER POSTRETIREMENT BENEFITS
Cambrex provides postretirement health and life insurance benefits
("postretirement benefits") to all eligible retired employees. Employees who
retire at or after age 55 with ten years of service are eligible to participate
in the postretirement benefit plans. The Company's responsibility for such
premiums for each plan participant is based upon years of service subject to an
annual maximum of one thousand dollars. Such plans are self-insured and are not
funded.
The components of net periodic pension cost for the three and six months
ended June 30, 2004 and 2003 are as follows:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
--------- --------- --------- ---------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost of benefits earned.................. $ 13 $ 31 $ 26 $ 62
Interest cost.................................... 37 50 74 100
Actuarial loss recognized........................ 29 53 58 106
Amortization of unrecognized prior service cost (38) (44) (76) (88)
--------- --------- --------- ---------
Total periodic postretirement benefit cost....... $ 41 $ 90 $ 82 $ 180
========= ========= ========= =========
(14) SEGMENT INFORMATION
Cambrex is a life sciences company dedicated to providing essential
products and services to accelerate discovery, development and manufacturing
processes for human therapeutics. The Company primarily supplies its products
and services worldwide to pharmaceutical and biopharmaceutical companies,
generic drug companies,
16
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(14) SEGMENT INFORMATION (CONTINUED)
biotech companies and research organizations. In the fourth quarter 2003, the
Company began reporting results in three segments: Human Health segment
(formerly Human Health and All Other), consisting of Active Pharmaceutical
Ingredients ("APIs") and Pharmaceutical Intermediates produced under Food and
Drug Administration Current Good Manufacturing Practices for use in the
production of prescription and over-the-counter drug products, imaging chemicals
used in x-ray contrast media, and other fine custom chemicals derived from
organic chemistry; Bioproducts segment (previously part of the Biosciences
segment), consisting of cell culture, cell therapy services, media and serum,
endotoxin detection products and services and electrophoresis and chromatography
products; and Biopharma segment (previously part of the Biosciences segment),
consisting of contract biopharmaceutical process development and manufacturing
services. The Company allocates corporate expenses to each of its subsidiaries.
The allocation of corporate expenses in the first six months of 2003 has been
adjusted to be consistent with the allocation methodology adopted by the Company
in the fourth quarter of 2003.
There are no individual customers accounting for more than 10% of
consolidated gross sales in the three months and six months ended June 30, 2004
and 2003.
Following is a summary of business segment information for the following
dates:
Three months ended Six months ended
June 30, June 30,
--------------------- ----------------------
2004 2003 2004 2003
-------- --------- --------- ---------
(restated) (restated)
Gross Sales:
Human Health............................................... $ 63,995 $ 64,628 $ 133,904 $ 125,754
Bioproducts................................................ 33,711 29,648 68,232 59,776
Biopharma.................................................. 11,245 8,840 20,364 22,817
-------- --------- --------- ---------
$108,951 $ 103,116 $ 222,500 $ 208,347
======== ========= ========= =========
Gross Profit:
Human Health............................................... $ 22,398 $ 23,917 $ 49,022 $ 47,554
Bioproducts................................................ 18,647 15,175 37,044 30,588
Biopharma.................................................. 961 1,117 1,411 7,321
-------- --------- --------- ---------
$ 42,006 $ 40,209 $ 87,477 $ 85,463
======== ========= ========= =========
Operating Profit*:
Human Health............................................... $ 13,022 $ 15,644 $ 28,357 $ 31,354
Bioproducts................................................ 6,557 4,291 15,493 8,955
Biopharma.................................................. (1,558) (1,136) (3,818) 2,545
Corporate.................................................. (5,113) (5,975) (11,970) (25,323)
-------- --------- --------- ---------
Total Operating Profit..................................... $ 12,908 $ 12,824 $ 28,062 $ 17,531
======== ========= ========= =========
Reconciliation to income from
Continuing Operations:
Interest expense, net ..................................... $ 2,688 $ 2,702 $ 5,617 $ 5,050
Other expense/(income), net................................ 21 (313) 148 (127)
Provision for income taxes................................. 3,860 2,923 8,199 3,532
-------- --------- --------- ---------
Income from continuing operations.......................... $ 6,339 $ 7,512 $ 14,098 $ 9,076
======== ========= ========= =========
Capital Spending:
Human Health............................................... $ 4,517 $ 3,469 $ 7,782 $ 6,797
Bioproducts................................................ 3,256 2,440 4,217 4,241
Biopharma.................................................. 2,898 2,847 5,734 7,482
Corporate.................................................. 243 336 405 575
-------- --------- --------- ---------
$ 10,914 $ 9,092 $ 18,138 $ 19,095
======== ========= ========= =========
17
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(14) SEGMENT INFORMATION (CONTINUED)
*The operating segments include charges of certain corporate allocations
reflecting services provided for or on behalf of the respective segments.
Unallocated corporate spending is included in "Corporate." For the six months
ended June 30, 2004, the Bioproducts operating profit includes $2,863 of income
due to the early termination of a contract. For the six months ended June 30,
2003, the Corporate operating profit includes an $11,342 charge for the
settlement of certain class action lawsuits involving Mylan laboratories.
Three months ended Six months ended
June 30, June 30,
---------------------- ----------------------
2004 2003 2004 2003
--------- --------- -------- ---------
(restated) (restated)
Depreciation:
Human Health............................................... $ 6,952 $ 6,205 $ 14,055 $ 12,098
Bioproducts................................................ 1,372 1,244 2,722 2,455
Biopharma.................................................. 957 552 2,439 1,071
Corporate.................................................. 340 324 680 648
--------- --------- -------- ---------
$ 9,621 $ 8,325 $ 19,896 $ 16,272
========= ========= ======== =========
Amortization:
Human Health............................................... $ 12 $ 3 $ 18 $ 6
Bioproducts................................................ 330 254 688 546
Biopharma.................................................. 108 96 216 192
--------- --------- -------- ---------
$ 450 $ 353 $ 922 $ 744
========= ========= ======== =========
June 30, December 31,
2004 2003
--------- -----------
(restated)
Total Assets:
Human Health............................................... $ 353,370 $ 356,885
Bioproducts................................................ 203,095 197,689
Biopharma.................................................. 177,990 176,467
Corporate.................................................. 48,934 47,462
--------- ----------
$ 783,389 $ 778,503
========= ==========
(15) CONTINGENCIES
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary course
of its business activities. The Company continually assesses all known facts and
circumstances as they pertain to all legal and environmental matters and
evaluates the need for reserves and/or disclosures as deemed necessary based on
these facts and circumstances and as such facts and circumstances develop.
Environmental
In connection with laws and regulations pertaining to the protection of
the environment, the Company and/or its subsidiaries is a party to several
environmental proceedings and remediation investigations and cleanups and, along
with other companies, has been named a "potentially responsible party" for
certain waste disposal sites ("Superfund sites"). As discussed in the "Sale of
Rutherford Chemicals" section of this Note, the Company has retained the
liability for certain environmental matters, associated with this 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.
18
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) CONTINGENCIES (CONTINUED)
In matters where the Company has been able to reasonably estimate its
liability, the Company has accrued for the estimated costs associated with the
study and remediation of Superfund sites not owned by the Company and the
Company's current and former operating sites. These accruals were $4,847 and
$5,100 at June 30, 2004 and December 31, 2003, respectively. The decrease in the
accrual is due to currency fluctuation of $128 and payments of $125. 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.
However, the Company expects to receive information in the near future on
three matters, as described below, that could impact the Company's current
assessment of its probable and estimable costs and as such may require an
adjustment to the reserves.
As a result of the sale of the Bayonne, New Jersey facility (see "Sale of
Rutherford Chemicals" section of this Note), an obligation to investigate site
conditions and conduct required remediation under the New Jersey Industrial Site
Recovery Act was triggered; and the Company has retained the responsibility for
such obligation. Recently, the Company completed a Preliminary Assessment (PA)
of the Site and submitted the PA to the New Jersey Department of Environmental
Protection. The PA identified potential areas of concern based on historical
operations and proposed certain sampling at the Site. The Company has reserved
for the costs of the sampling. The results of the sampling, which is expected to
be completed over the next several months, will be used to develop an estimate
of the Company's future liability for remediation costs, if required.
In March 2000, the Company completed the acquisition of the Cambrex
Profarmaco Landen facility (formerly known as Conti) in Belgium. At the time of
acquisition, Cambrex was aware of certain site contamination and recorded a
reserve for the estimated costs of remediation. This property has been the
subject of an extensive on-going environmental investigation, which when
completed will be followed by a a health risk assessment. The results of the
environmental investigation and health risk assessment, which is expected to be
completed within the next several months, will determine the ultimate remedial
actions to be performed at the Site and it is possible that a liability
significantly different from the Company's current reserve may exist.
The Company's Cosan subsidiary conducted manufacturing operations in
Clifton, New Jersey from 1968 until 1979. In 1997, Cosan entered into an
Administrative Consent Order with the State of New Jersey Department of
Environmental Protection. Under the Administrative Consent Order, Cosan is
required to complete an investigation of the Clifton site conditions and conduct
remediation as may be necessary. The investigation of site conditions is
expected to be completed in the next several months. The results of the
investigation will enable the Company to estimate its liability, if any.
The Company is involved in other matters where the range of liability is
not reasonably estimable at this time and it is not determinable when
information will become available to provide a basis for recording an accrual,
should an accrual be required.
If any of the Company's environmental matters are resolved in an
unfavorable manner these matters, either individually or in the aggregate, could
have a material adverse effect on financial condition, operating results and
cash flows when resolved in a future reporting period.
19
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) CONTINGENCIES (CONTINUED)
Litigation and Other Matters
Mylan Laboratories
In 1998 the Company and its subsidiary Profarmaco S.r.l. (currently known
as Cambrex Profarmaco Milano S.r.l.") ("Profarmaco") were named as defendants
(along with Mylan Laboratories, Inc. ("Mylan") and Gyma Laboratories of America,
Inc., Profarmaco's distributor in the United States) in a proceeding instituted
by the Federal Trade Commission ("FTC") in the United States District Court for
the District of Columbia (the "District Court"). The allegations arise from
exclusive license agreements between Profarmaco and Mylan covering the drug
master files for lorazepam and clorazepate, two active pharmaceutical
ingredients ("APIs"). The FTC alleged violations of the Federal Trade Commission
Act; including unlawful restraint of trade and conspiracy to monopolize markets
for the APIs. A lawsuit making similar allegations against the same parties
seeking injunctive relief and treble damages, was filed by the Attorneys General
of 31 states in the District Court on behalf of those states and persons in
those states who were purchasers of the generic pharmaceuticals.
The same parties including the Company and Profarmaco have also been named
in purported class action complaints brought by private plaintiffs in various
state courts on behalf of purchasers of the APIs in generic form, making
allegations similar to those raised in the FTC's complaint and seeking various
forms of relief including treble damages.
On February 9, 2001, a federal court in Washington, DC entered an Order
and Stipulated Permanent Injunction as part of a settlement of the FTC and
Attorneys General's suits. Under these settlement documents Mylan agreed to pay
over $140,000 on its own behalf and on behalf of most of the other defendant
companies including Cambrex and Profarmaco. In the Order and Injunction, the
settling defendants also agreed to monitor certain future conduct. Mylan had
been fully covering the costs for the defense and indemnity of Cambrex and
Profarmaco under certain obligations set forth in the license agreements.
Cambrex agreed to cover separate legal defense costs incurred for Cambrex and
Profarmaco on a going forward basis beginning August 1, 2000. The private
litigation continues.
On April 7, 2003, Cambrex reached an agreement with Mylan under which
Cambrex would contribute $12,415 to the settlement of consolidated litigation
brought by a class of direct purchasers. In exchange, Cambrex and Profarmaco
received from Mylan a release and full indemnity against future costs or
liabilities in related litigation brought by purchasers, as well as potential
future claims related to this matter. Approximately $4,415 was paid in April
2003 and an additional $1,600 was paid in April 2004 in accordance with the
agreement, with the remaining $6,400 to be paid over the next four years.
Cambrex recorded an $11,342 charge (discounted to the present value due to the
five year pay-out) in the first quarter of 2003 as a result of this settlement.
As of June 30, 2004 the outstanding balance for this liability was $5,744.
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. The
Company understands that the subpoena was issued as part of the Federal
Government's ongoing anti-trust investigation into various business practices in
the vitamin industry generally. In the fourth quarter of 1999, the Company
reached a settlement with the Government concerning Nepera's alleged role in
Vitamin B-3 violations from 1992 to 1995. On October 13, 2000, the Government
settlement was finalized with Nepera entering into a voluntary plea agreement
with the Department of Justice.
20
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) CONTINGENCIES (CONTINUED)
Under this agreement, Nepera entered a plea of guilty to one count of
price fixing and market allocation of Vitamin B-3 from 1992 to 1995 in violation
of section one of the Sherman Act and agreed to pay a fine of $4,000. Under the
plea agreement, Nepera was placed on probation for one year, which has ended.
The fine was paid in February 2001. Nepera has been named as a defendant, along
with several other companies, in a number of private civil actions brought on
behalf of alleged purchasers of Vitamin B-3.
An accrual of $6,000 was recorded in the fourth quarter 1999 to cover the
anticipated government settlements, related litigation, and legal expenses.
Based on discussions with various plaintiffs' counsel, as well as current
estimates of expenditures for legal fees, an additional accrual of $4,400 was
established in the fourth quarter of 2001. The Company believed that the
reserves would be sufficient to cover resolution of the remaining related
litigation matters. However, during 2002, based on information developed during
the year, the Company determined that the remaining litigation matters would be
more costly than previously anticipated. Therefore, during 2002, the Company
increased reserves by $10,000. The balance of this accrual as of June 30, 2004
was approximately $3,195. This accrual has been recorded in accrued liabilities.
Litigation in the United States under the U.S. antitrust laws was
commenced some years ago by a group of European purchasers. On motion by the
Vitamin B-3 defendants, the District Court dismissed the litigation, under the
long-standing rule that foreign purchasers cannot sue in U.S. courts under U.S.
antitrust statutes. Thereafter, the Federal Circuit Court reversed the District
Court's decision. The Vitamin B-3 defendants, supported by the U.S. Department
of Justice, appealed to the United States Supreme Court and oral arguments were
heard on April 29, 2004. In June 2004, the United States Supreme Court ruled
that foreign purchasers could not sue in U.S. courts under U.S. antitrust
statutes if the conduct at issue resulted in purely foreign harm. However, the
Court left open potential claims where foreign injuries suffered by foreign
plaintiffs were dependent upon domestic harm resulting from conduct that
violates the U.S. antitrust laws. The Court directed the parties to file
additional briefs to determine whether Plaintiffs preserved such a claim in the
underlying proceedings in which case a hearing on such a claim would proceed in
District Court. The Company currently has made no accrual for potential non-U.S.
claims for this matter given the lack of historical precedent and significant
uncertainty of the outcome of the proceedings.
Sale of Rutherford Chemicals
The Company completed the sale of its Rutherford Chemicals business on
November 10, 2003. Under the agreement for the sale, the Company provided
standard representations and warranties and included various covenants
concerning the business, operations, liabilities and financial condition of the
Rutherford Chemicals business. Most of such representations and warranties will
survive for a period of thirty days after the Buyer's preparation of its audited
financial statements for year-end 2004. Therefore, claims for breaches of such
representations would have to be brought during that time frame. Certain
specified representations and warranties and covenants, such as those relating
to employee benefit matters and certain environmental matters, will survive for
longer periods. Under the sale agreement, the Company has indemnified the Buyer
for breaches of representations, warranties and covenants. Indemnifications for
certain representations and warranties are subject to a deductible of $750 and a
cap at 25 percent of the purchase price.
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
21
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) CONTINGENCIES (CONTINUED)
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.
Class Action Matter
In October 2003, the Company was notified of a securities class action
lawsuit filed against Cambrex and five former and current Company officers. Five
class action suits were filed with the New Jersey Federal District Court. Under
the rules applicable to class action litigation, the various plaintiffs appeared
in Federal Court on January 12, 2004, and the Court designated the lead
plaintiff and selected counsel to represent the class. The cases were also
consolidated and an amended complaint was filed on March 30, 2004. The lawsuit
has been brought as a class action in the names of purchasers of the Company's
common stock from October 21, 1998 through July 25, 2003. The complaint alleges
that the Company failed to disclose in timely fashion the January 2003
accounting restatement and subsequent SEC investigation, as well as the loss of
a significant contract at the Baltimore facility.
The Company filed a motion to dismiss in May 2004 and is awaiting a
decision from the Court. We consider the complaints to be substantially without
merit and will vigorously defend against them. As such, the Company has recorded
no reserves related to this matter.
Securities and Exchange Commission
The Securities and Exchange Commission ("SEC") is currently conducting an
investigation into the Company's inter-company accounting procedures from the
period 1997-2001. The investigation began in the first half of 2003 after the
Company voluntarily disclosed certain matters related to inter-company accounts
for the five-year period ending December 31, 2001 that resulted in the
restatement of the Company's financial statements for those years. To Cambrex's
knowledge, the investigation is limited to this inter-company accounting matter,
and the Company does not expect further revisions to its historical financial
statements relating to these issues. The Company is fully cooperating with the
SEC.
Other
The Company has commitments incident to the ordinary course of business
including corporate guarantees of financial assurance obligations under certain
environmental laws for remediation, closure and/or third party liability
requirements of certain of its subsidiaries and a former operating location;
contract provisions for indemnification protecting its customers and suppliers,
etc. against third party liability for manufacture and sale of Company products
that fail to meet product warranties and contract provisions for indemnification
protecting licensees against intellectual property infringement related to
licensed Company technology or processes.
22
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) CONTINGENCIES (CONTINUED)
Additionally, as permitted under Delaware law, the Company has agreements
whereby we indemnify our officers and directors for certain events or
occurrences while the officer or director is,or was serving, at our request in
such capacity. The term of the indemnification period is for the officer's or
director's lifetime. The maximum potential amount of future payments we could be
required to make under these indemnification agreements is unlimited; however,
we have a Director and Officer insurance policy that covers a portion of any
potential exposure.
The Company currently believes the estimated fair value of its
indemnification agreements is not significant based on currently available
information, and as such, the Company has no liabilities recorded for these
agreements as of June 30, 2004.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings. While it is not possible to predict with
certainty the outcome of the Company's litigation matters and various other
lawsuits and contingencies, it is the opinion of management based on information
currently available that the ultimate resolution of these matters should not
have a material adverse effect on the Company's results of operations, cash
flows and financial position. These matters, if resolved in an unfavorable
manner, could have a material effect on the operating results and cash flows
when resolved in a future reporting period.
23
CAMBREX CORPORATION AND SUBSIDIARIES
(in thousands, except share and per-share data)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
As discussed in the explanatory note and in note 2 to the unaudited consolidated
financial statements, during the 2004 year-end financial reporting process, the
Company identified certain accounting adjustments principally related to
amortization of leasehold improvements, employee benefit accruals, inventory and
taxes that impacted prior years and prior quarters within 2004. The Company has
restated the quarterly results for the three quarters of 2004, as such all 2004
results and comparisons to prior year have been restated.
The Company also identified certain adjustments to the December 31, 2003 foreign
deferred tax balances, minimum pension liability and other comprehensive income
which have been reflected as of March 31, 2004. These adjustments were not
considered material to 2003 or to the quarter ended March 31, 2004.
RESULTS OF OPERATIONS
COMPARISON OF SECOND QUARTER 2004 VERSUS SECOND QUARTER 2003
The following tables show the gross sales of the Company's three segments, in
dollars and as a percentage of the Company's total gross sales for the quarters
ended June 30, 2004 and 2003.
Quarter Ended June 30,
-------------------------------------
2004 2003
----------------- ------------------
(restated)
$ % $ %
--------- ------ -------- --------
Human Health......................................... $ 63,995 58.7% $ 64,628 62.7%
Bioproducts.......................................... 33,711 31.0 29,648 28.7
Biopharma............................................ 11,245 10.3 8,840 8.6
--------- ----- -------- -----
Total gross sales ............................. $ 108,951 100.0% $103,116 100.0%
========= ===== ======== =====
The following table shows the gross sales and gross profit of the Company's
three product segments for the second quarter 2004 and 2003.
Gross Gross Gross
Sales Profit $ Profit %
--------- --------- ---------
Human Health......................................... $ 63,995 $ 22,398 35.0%
Bioproducts.......................................... 33,711 18,647 55.3
Biopharma............................................ 11,245 961 8.5
--------- --------
Total.......................................... $ 108,951 $ 42,006 38.6%
========= ========
Gross Gross Gross
Sales Profit $ Profit %
--------- --------- --------
Human Health......................................... $ 64,628 $ 23,917 37.0%
Bioproducts.......................................... 29,648 15,175 51.2
Biopharma............................................ 8,840 1,117 12.6
--------- --------
Total.......................................... $ 103,116 $ 40,209 39.0%
========= ========
Gross sales in the second quarter 2004 increased 5.7% to $108,951 from $103,116
in the second quarter 2003. Increased sales in Bioproducts and Biopharma
segments were partly offset by lower sales in the Human Health segment. Gross
sales were favorably impacted 3.1% due to exchange rates reflecting a weaker
U.S. dollar in the second quarter of 2004 versus the second quarter 2003.
24
The following table shows sales by geographic area for the three months ended
June 30, 2004 and 2003:
Quarter Ended June 30,
----------------------
2004 2003
-------- --------
(restated)
North America........................................ $ 55,076 $ 50,501
Europe............................................... 47,676 46,318
Asia................................................. 3,543 3,959
Other ............................................... 2,656 2,338
-------- --------
Total................................................ $108,951 $103,116
======== ========
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF SECOND QUARTER 2004 VERSUS SECOND QUARTER 2003 (CONTINUED)
The Human Health Segment gross sales in the second quarter 2004 of $63,995 were
$633 or 1.0% below the second quarter 2003. Human Health sales were favorably
impacted 3.7% due to exchange rates reflecting a weaker U.S. dollar in the
second quarter 2004 versus 2003. The decrease results primarily from lower sales
of a gastrointestinal API due to timing of shipments as a customer built-up
inventory in the first half of 2003 and lower contract intermediates used in the
manufacture of allergy and central nervous system APIs. These decreases were
partially offset by higher sales of an anti-parasitic API, higher sales of an
API to treat Alzheimer's disease due to the signing of a long-term sales
agreement and increased sales of imaging chemicals due to timing of shipments.
The Bioproducts Segment gross sales in the second quarter 2004 of $33,711 were
$4,063 or 13.7% above the second quarter 2003. The Bioproducts segment sales
were favorably impacted 2.7% due to exchange rates reflecting a weaker U.S.
dollar in the second quarter 2004 vs. 2003. The sales increase primarily
reflects higher sales across most product categories including Cell Biology,
Molecular Biology and Media and Serum due to stronger demand, higher pricing,
new products and investments in sales and marketing.
The Biopharma Segment gross sales in the second quarter 2004 of $11,245 were
$2,405 or 27.2% above the second quarter 2003 reflecting increased suite
utilization due to new contracts signed in late 2003 and early 2004 which were
partially offset by the loss of a Biopharmaceutical customer in July 2003 whose
product failed to receive FDA approval. Foreign currency had no impact on the
Biopharma segment.
Gross profit in the second quarter of 2004 was $42,006 compared to $40,209 in
2003. Gross margin percentage decreased to 38.6% from 39.0% in the second
quarter of 2003. The reduced gross margin percentage reflects lower margins in
the Human Health and Biopharma segments partially offset by higher margins in
the Bioproduct segment. Human Health segment gross margins decreased due to
pricing pressures on certain generic APIs and feed additives and unfavorable
impact of foreign currency translation partially offset by favorable product
mix. The Bioproducts margins increased primarily due to increased pricing across
most product categories, lower bad debt reserves due to favorable collection
experience and the favorable impact of foreign currency, partially offset by
lower royalty revenue. The Biopharma segment margin decline is primarily due to
higher production costs and lower pricing.
Selling, general and administrative expenses of $24,425 or 22.4% of gross sales
in the second quarter 2004 increased from $22,963, or 22.3% in the second
quarter 2003. This increase is due primarily to additional sales and marketing
personnel, higher spending for advertising and promotions and the impact of
foreign currency exchange.
Research and development expenses of $4,673 were 4.3% of gross sales in the
second quarter 2004, compared to $4,422 or 4.3% of gross sales in the second
quarter 2003. The increase in expense primarily reflects slightly higher
spending and the impact of foreign currency exchange.
The operating profit in the second quarter of 2004 was $12,908 compared to
$12,824 in the second quarter of 2003. The results reflect the increased gross
sales partially offset by the higher operating expenses and lower gross margins.
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF SECOND QUARTER 2004 VERSUS SECOND QUARTER 2003 (CONTINUED)
Net interest expense of $2,688 in the second quarter 2004 was relatively flat
compared to the second quarter of 2003 primarily reflecting higher interest
rates offset by lower average debt. The average interest rate was 5.6% in the
second quarter of 2004 versus 4.2% in the second quarter of 2003.
The effective tax rate for the second quarter 2004 was 37.8% compared to 28.0%
in the second quarter 2003. The increase in the tax rate is primarily due to the
recording of a full valuation allowance related to benefits from domestic losses
in the second quarter of 2004. Beginning September 30, 2003 the Company has
maintained a full valuation allowance on its domestic net deferred tax assets.
Accordingly, for the three months ended June 30, 2004 a full valuation allowance
of the Company's domestic net deferred tax assets generated during the second
quarter of 2004 was recorded. The Company will continue to record a full
valuation allowance on its domestic net deferred tax assets until an appropriate
level of domestic profitability is sustained or tax strategies can be developed
that 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 5 years, 20 years, 20 years and an
indefinite period, respectively. As such, improvements in domestic pre-tax
income in the future may result in these tax benefits ultimately being realized.
However, there is no assurance that such improvements will be achieved.
The income from continuing operations in the second quarter of 2004 was $6,339
or $0.24 per diluted share versus $7,512, or $0.29 per diluted share in the same
period a year ago.
In the fourth quarter 2003, the Company completed the sale of the Rutherford
Chemicals business and as a result the business is being reported as a
discontinued operation for all periods presented.
Net income in the second quarter of 2004 was $6,339, or $0.24 per diluted share
versus $8,051, or $0.31 per diluted share in the same period a year ago.
COMPARISON OF SIX MONTHS 2004 VERSUS SIX MONTHS 2003
The following tables show the gross sales of the Company's three segments, in
dollars and as a percentage of the Company's total gross sales for the six
months ended June 30, 2004 and 2003.
Six Months Ended June 30,
--------------------------------------
2004 2003
------------------ -----------------
(restated)
$ % $ %
-------- -------- -------- -------
Human Health......................................... $133,904 60.2% $125,754 60.3%
Bioproducts.......................................... 68,232 30.7 59,776 28.7
Biopharma............................................ 20,364 9.1 22,817 11.0
-------- ----- -------- -----
Total gross sales ............................. $222,500 100.0% $208,347 100.0%
======== ===== ======== =====
26
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2004 VERSUS SECOND QUARTER 2003 (CONTINUED)
The following table shows the gross sales and gross profit of the Company's
three product segments for the six months ended June 30, 2004 and 2003.
Gross Gross Gross
2004 (restated) Sales Profit $ Profit %
--------------- --------- ---------- ----------
Human Health......................................... $ 133,904 $ 49,022 36.6%
Bioproducts.......................................... 68,232 37,044 54.3
Biopharma............................................ 20,364 1,411 6.9
--------- --------- ----
Total.......................................... $ 222,500 $ 87,477 39.3%
========= ========= ====
Gross Gross Gross
2003 Sales Profit $ Profit %
-------------- --------- ---------- ----------
Human Health......................................... $ 125,754 $ 47,554 37.8%
Bioproducts.......................................... 59,776 30,588 51.2
Biopharma............................................ 22,817 7,321 32.1
--------- -------- ----
Total.......................................... $208,347 $ 85,463 41.0%
========= ======== ====
Gross sales for the first six months of 2004 increased 6.8% to $222,500 from
$208,347 in the first six months of 2003. Increased sales in Bioproducts and
Human Health segments were partly offset by lower sales in the Biopharma
segment. Gross sales were favorably impacted 4.9% due to exchange rates
reflecting a weaker U.S. dollar in the first half of 2004 versus the first half
of 2003.
The following table shows sales by geographic area for the six months ended June
30, 2004 and 2003:
Six Months Ended June 30,
-------------------------
2004 2003
---------- ---------
(restated)
North America........................................ $ 110,641 $ 104,961
Europe............................................... 97,853 90,823
Asia................................................. 7,898 7,687
Other ............................................... 6,108 4,876
--------- ---------
Total................................................ $ 222,500 $ 208,347
========= =========
The Human Health Segment gross sales for the first six months of 2004 of
$133,904 were $8,150 or 6.5% above the first six months of 2003. Human Health
sales were favorably impacted 6.0% due to exchange rates reflecting a weaker
U.S. dollar in the first six months 2004 versus 2003. The increase, excluding
currency, results from higher sales of an API to treat Alzheimer's disease due
to the signing of a long-term sales agreement, increased sales of generic
amphetamines to treat attention deficit disorder, higher sales of cardiovascular
and anti-parasitic APIs and an increase in a contract intermediate used in
phosphate and cholesterol reduction agents due to increased demand for the
customers' products. These increases were partially offset by lower sales of a
gastrointestinal API due to timing of shipments as a customer built-up inventory
in the first half of 2003, lower contract intermediates used in the manufacture
of allergy and central nervous system APIs due to lower demand, and lower sales
of an endocrine API due to timing of orders.
27
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2004 VERSUS SECOND QUARTER 2003 (CONTINUED)
The Bioproducts Segment gross sales in the first six months of 2004 of $68,232
were $8,456 or 14.1% above the first six months of 2003. The Bioproducts segment
sales were favorably impacted 4.4% due to exchange rates reflecting a weaker
U.S. dollar in the first half of 2004 versus 2003. The sales increase primarily
reflects higher sales across most product categories including Cell Biology,
Media and Serum Molecular Biology and Endotoxin Detection due to stronger
demand, higher pricing, new products and investments in sales and marketing.
The Biopharma Segment gross sales in the first six months of 2004 of $20,364
were $2,453 or 10.8% below the first six months of 2003 reflecting decreased
suite utilization and lower process development revenues due to the loss of a
Biopharmaceutical customer in July 2003 whose product failed to receive FDA
approval and the completion of other contracts in 2003 that were only partially
replaced in the first six months of 2004. Foreign currency had no impact on the
Biopharma segment.
Gross profit in the first half of 2004 was $87,477 compared to $85,463 in the
first six months of 2003. Gross margin percentage decreased to 39.3% from 41.0%
in the first six months of 2003. The reduced gross margin percentage reflects
lower margins in the Human Health and Biopharma segments partially offset by
higher margins in the Bioproduct segment. Human Health segment gross margins
decreased due to pricing pressures on certain generic API's and feed additives
and unfavorable impact of foreign currency translation partially offset by
favorable product mix. The Bioproducts margins increased primarily due to
increased pricing across most product categories, lower bad debt reserves and
the favorable impact of foreign currency, partially offset by lower royalty
revenue. The Biopharma segment margin decline is primarily due to higher
production costs and lower pricing.
Selling, general and administrative expenses of $51,862 or 23.3% of gross sales
in the first six months of 2004 increased from $48,075, or 23.1% in the first
six months of 2003. This increase is due primarily to the impact of foreign
currency exchange, additional sales and marketing personnel and higher spending
for advertising and promotions.
Research and development expenses of $9,416 were 4.2% of gross sales in the
first six months of 2004, compared to $8,515 or 4.1% of gross sales in the first
six months of 2003. The increase primarily reflects additional personnel and the
impact of foreign currency exchange.
The operating profit in the first six months of 2004 was $28,062 compared to
$17,531 in the first six months of 2003. The first six months of 2004 results
include $2,863 of income due to the early termination of a Bioproducts customer
contract and an unrelated $1,000 charge associated with the reorganization and
related workforce reductions at a European facility. These items are recorded as
other, net operating expenses. The first six months of 2003 results include an
$11,342 charge for the settlement of certain class action lawsuits involving
Mylan laboratories. Excluding these items, the lower operating profit in the
first half of 2004 reflects the higher operating expenses and lower gross
margins partially offset by the increased gross sales.
Net interest expense of $5,617 in the first six months of 2004 increased $567
from the first six months of 2003 primarily reflecting higher interest rates
partially offset by lower average debt. The average interest rate was 5.7% in
the first half of 2004 versus 4.1% in the first half of 2003.
The effective tax rate for the first six months of 2004 was 36.8% compared to
28.0% in the first six months of 2003. The increase in the tax rate is primarily
due to the recording of a full valuation allowance related to benefits from
domestic losses in the first half of 2004. Beginning September 30, 2003 the
Company has maintained a full valuation allowance on its domestic net deferred
tax assets. Accordingly, for the six months ended June 30, 2004 a full valuation
allowance of the Company's domestic net deferred tax assets generated during the
first half of 2004
28
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2004 VERSUS SECOND QUARTER 2003 (CONTINUED)
was recorded. The Company will continue to record a full valuation allowance on
its domestic net deferred tax assets 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 5 years, 20 years, 20 years and an
indefinite period, respectively. As such, improvements in domestic pre-tax
income in the future may result in these tax benefits ultimately being realized.
However, there is no assurance that such improvements will be achieved.
The income from continuing operations in the first six months of 2004 was
$14,098 or $0.53 per diluted share versus $9,076, or $0.35 per diluted share in
the same period a year ago.
In the fourth quarter 2003, the Company completed the sale of the Rutherford
Chemicals business and as a result the business is being reported as a
discontinued operation for all periods presented. In the first quarter of 2004,
the Company concluded its negotiations of the post-closing working capital
adjustment and recorded a $742 charge to discontinued operations to reflect the
change in the adjustment, along with legal and other expenses related to the
sale of Rutherford Chemicals.
The net income in the first six months of 2004 was $13,356, or $0.51 per diluted
share versus $10,410, or $0.40 per diluted share in the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 2004, the Company generated cash flows from
operations totaling $20,798, a decrease of $24,514 versus the same period a year
ago. The decrease in cash flows, excluding the impact of the Mylan settlement,
in the first six months of 2004 versus the first six months of 2003 is due
primarily to lower net income, the loss of cash flows from Rutherford Chemicals,
an increase of inventories due to timing of shipments and the timing of foreign
tax payments.
Capital expenditures from continuing operations were $18,138 in the first six
months of 2004 as compared to $19,095 in 2003. In 2004, the funds were primarily
used for a suite expansion at a Biopharma manufacturing plant, cell therapy
manufacturing capabilities at a Bioproducts facility and new research and
development labs at a Human Health facility.
Cash flows provided by financing activities in the first six months of 2004 of
$11,480 include net borrowings of $9,040 and proceeds from stock options
exercised of $3,988, partially offset by dividends paid of $1,548.
During the first six months of 2004 and 2003, the Company paid cash dividends of
$0.06 per share.
Management believes that existing sources of capital, together with cash flows
from operations, will be sufficient to meet foreseeable cash flow requirements.
29
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and Rule 3B-6 under The
Securities Exchange Act of 1934, including, without limitation, statements
regarding expected performance, especially expectations with respect to sales,
research and development expenditures, earnings per share, capital expenditures,
acquisitions, divestitures, collaborations, or other expansion opportunities.
These statements may be identified by the fact that they use words such as
"expects," "anticipates," "intends," "estimates," "believes" or similar
expressions in connection with any discussion of future financial and operating
performance. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this Form 10-Q/A. The
forward-looking statements contained herein are based on current plans and
expectations and involve risks and uncertainties that could cause actual
outcomes and results to differ materially from current expectations including
but not limited to factors that could affect the Company's forward-looking
statements relating to the resolution of the material weaknesses in internal
controls discussed in Item 4 of this Quarterly Report including, among other
things: the Company's ability to fully resolve the weaknesses within the period
discussed in Item 4; the Company's ability to identify and retain qualified and
experienced personnel on both a short and long term basis in its tax department;
the Company's ability to design and maintain policies and procedures which
enable the Company to avoid any reoccurrence of the matters which gave rise to
the material weaknesses; the Company's ability to implement policies and
procedures including documentation that meets the internal control over
financial reporting requirements of the rules adopted by the Commission pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, global economic trends,
pharmaceutical outsourcing trends, competitive pricing or product developments,
government legislation and/or regulations (particularly environmental issues),
tax rate, technology, manufacturing and legal issues, changes in foreign
exchange rates, performance of minority investments, un-collectable receivables,
loss on disposition of assets, cancellation or delays in renewal of contracts,
lack of suitable raw materials or packaging materials and the risks and other
factors described under the caption "Risk Factors That May Affect Future
Results" included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2003. Any forward-looking statement speaks only as of the date on
which it is made, and the Company undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise. New factors emerge from time to time and it is not possible
for us to predict which will arise. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
30
ITEM 4. CONTROLS AND PROCEDURES
With the participation of the Company's Chief Executive Officer and Chief
Financial Officer, management has evaluated the effectiveness of the Company's
`disclosure controls and procedures' (as defined in the Rules 13a-15(e) under
the Securities Exchange Act of 1934 (the `Exchange Act') as of the end of the
period covered by this quarterly report. Disclosure controls and procedures are
designed to provide reasonable assurance that the Company is able to meet the
objective of filing reports under the Exchange Act that contain disclosure which
is recorded, processed, summarized and reported pursuant to the disclosure
requirements and within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based on such evaluation, including
consideration of the matter discussed below, the Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures were effective at the reasonable assurance level at June 30,
2004.
Restatement
In connection with the Restatement and the filing of this Form 10-Q/A, the
Company's management, with the participation of the Company's Chief Executive
Officer and Chief Financial Officer, re-evaluated the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on the re-evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures as
of the end of the period covered by this report were effective as of the end of
the period covered by this report.
In coming to the conclusion that our disclosure controls and procedures were
effective as of the end of the period covered by this report, our management
considered, among other things, a significant control deficiency related to
periodic reassessment of the application of generally accepted accounting
principles which resulted in the need to restate our previously issued interim
financial statements as disclosed in Note 2 to the financial statements included
in this Form 10-Q/A. After reviewing and analyzing the Securities and Exchange
Commission's Staff Accounting Bulletin ("SAB") No. 99, "Materiality," Accounting
Principles Board Opinion No. 28, "Interim Financial Reporting," paragraph 29 and
SAB Topic 5 F, "Accounting Changes Not Retroactively Applied Due to
Immateriality," and taking into consideration (i) that the restatement
adjustments did not have a material impact on any previously issued annual or
interim financial statements, (ii) that the cumulative impact of the restatement
adjustments on stockholders' equity was not material to any previously issued
financial statements; and (iii) that we decided to restate our 2004 quarterly
financial statements solely because the cumulative impact of the restatement, if
recorded in the fourth quarter of 2004, would have been material to that
quarter's reported net income, our management concluded that the restatement of
the prior period financial statements was not the result of a material weakness
in our disclosure controls and procedures.
Tax Weakness
In February of 2004, senior management and the Company's Audit Committee were
informed by the Company's independent auditors, PricewaterhouseCoopers LLP, that
there were material weaknesses (as defined in AU 325, Communication of Internal
Control Related Matters Noted in an Audit, of the AICPA Professional Standards)
in the Company's internal controls relating to the adequacy of documentation and
level of personnel within the Company's corporate tax department. The
insufficient documentation and inadequate level of human resources within the
tax department led to untimely identification and resolution of certain tax
accounting matters that included matters leading to a restatement of the
Company's third quarter 2003 results. These matters included: (i) a valuation
allowance to the Provision for income taxes of $5.4 million for deferred tax
assets arising from unrealized interest rate swap losses and minimum pension
liabilities, the benefits of which had previously been included in Accumulated
other comprehensive income (loss); and (ii) a $1.9 million reduction to Loss
from discontinued operations due to the reversal of deferred tax liabilities
related to the Rutherford Chemicals segment that were not previously taken into
consideration in determining such loss from discontinued operations.
The Company has taken and is taking the following actions to address these
weaknesses in its tax department:
- In late July 2004, hired a Vice President of Tax with significant
domestic and international tax experience within publicly traded
companies and is continuing a search to fill the vacant Tax Manager
position.
- Contracted with the Company's external tax advisers for a senior
level tax professional to review the Company's tax structure and tax
accounting processes in order to provide an additional layer of
assurance related to the quarterly tax accounting. This additional
layer of review was performed on the first and second quarter 2004
tax accounting with no significant findings noted.
- Retained a consultant with significant experience in managing
corporate tax functions to review and complete documentation of
critical procedures within the corporate tax department,
specifically including documentation
31
requirements, in order to strengthen the reliability and timeliness
of the Company's tax accounting and to prepare for internal control
audits pursuant to Sarbanes-Oxley Section 404;
- Increased the level of involvement of its external tax advisers
pertaining to, among other things, the adequacy and design of the
Company's tax strategies and entity structure;
- Increased the level of review and discussion of significant tax
matters and supporting documentation with senior finance management;
- Increased the level of discussion and review of tax accounting
matters with the Company's independent auditors;
The Company continues to respond to these weaknesses and currently expects that
they will be resolved by the end of 2004. Management believes these weaknesses
do not have a material effect on the Company's consolidated financial statements
for the period ending June 30, 2004.
32
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS.
Purchases of equity securities by the issuer and affiliated purchasers.
(d) Maximum Number
(c) Total Number of (or Approximate Dollar
Shares (or Units) Value) of Shares (or
(a) Total Number (b) Average Purchased as Part of Units)that May Yet Be
of Shares (or Price Paid per Publicly Announced Purchased Under the
Period Units) Purchased Share (Or Unit) Plans or Programs Plans or Programs
------------------ --------------- -------------------- ----------------------
April 1-30, 2004 - - - 580,700
May 1-31, 2004 - - - 580,700
June 1-30, 2004 - - - 580,700
------------------ --------------- --------------------
Total - - -
ITEM 4. MATTERS SUBMITTED TO A VOTE OF SECURITIES HOLDERS.
Refer to Form 10Q/A for quarterly period ended March 31, 2004.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
1. Exhibit 31.1 - - CEO Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
2. Exhibit 31.2 - - CFO Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
3. Exhibit 32.1 - - CEO Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
4. Exhibit 32.2 - - CFO Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K
The following are the Form 8-Ks filed (or furnished) during the
Second Quarter, 2004:
April 23, 2004 regarding the press release dated April 22, 2004
announcing the financial results for the first quarter 2004 and
providing guidance for 2004.
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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)
Date: April 29, 2005
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