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 March 31, 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 April 30, 2004, there were 26,109,818 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
For The Quarter Ended March 31, 2004
Table of Contents
Page No.
--------
Part I Financial information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets as of
March 31, 2004 and December 31, 2003 3
Condensed consolidated income statements
for the three months ended March 31, 2004 and 2003 4
Condensed consolidated statements of cash flows
for the three months ended March 31, 2004 and 2003 5
Notes to unaudited condensed consolidated financial statements 6 - 23
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 24 - 28
Item 4. Controls and Procedures 29 - 30
Part II Other information
Item 2. Changes in Securities and Use of Proceeds 31
Item 4. Matters Submitted to a Vote of Securities Holders 31
Item 6. Exhibits and Reports on Form 8-K 31 - 32
Signatures 33
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
FOR THE QUARTER ENDED MARCH 31, 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 months ended
March 31, 2004 and the balance sheet as of March 31, 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 March 31,
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 March 31,
2004 and does not reflect any subsequent information or events other than the
restatement.
For additional discussion of developments relating to periods subsequent
to March 31, 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 quarters ended June 30, 2004
and 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
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
March 31, December 31,
2004 2003
---------- ------------
(restated)
ASSETS
Current assets:
Cash and cash equivalents............................................. $ 73,682 $ 64,294
Trade receivables, net................................................ 56,220 58,324
Inventories, net...................................................... 85,259 82,013
Deferred tax assets................................................... 6,174 8,757
Prepaid expenses and other current assets............................. 10,863 16,294
--------- ---------
Total current assets............................................ 232,198 229,682
Property, plant and equipment, net.......................................... 260,465 269,147
Goodwill ................................................................ 218,574 220,742
Other intangible assets, net................................................ 51,328 51,391
Other assets................................................................ 6,877 7,541
--------- ---------
Total assets.................................................... $ 769,442 $ 778,503
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable...................................................... $ 32,815 $ 35,326
Accrued liabilities................................................... 58,316 54,522
Short-term debt and current portion of
long-term debt.................................................. 3,445 1,376
--------- ---------
Total current liabilities................................................... 94,576 91,224
Long-term debt.............................................................. 202,422 212,369
Deferred tax liabilities.................................................... 29,021 29,196
Other non-current liabilities............................................... 50,515 49,084
--------- ---------
Total liabilities............................................... $ 376,534 $ 381,873
--------- ---------
Stockholders' equity:
Common stock, $.10 par value; issued 28,708,152 and
28,471,652 shares at respective dates............................. 2,871 2,847
Additional paid-in capital............................................ 210,662 206,256
Retained earnings..................................................... 212,018 205,787
Treasury stock, at cost 2,598,334 and 2,614,910
shares at respective dates......................................... (21,961) (22,101)
Deferred compensation................................................. (1,610) (1,616)
Accumulated other comprehensive (loss)/income......................... (9,072) 5,457
--------- ---------
Total stockholders' equity...................................... 392,908 396,630
--------- ---------
Total liabilities and stockholders' equity...................... $ 769,442 $ 778,503
========= =========
See accompanying notes to unaudited condensed consolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited)
(in thousands, except per-share data)
Three months ended
March 31,
------------------------
2004 2003
---------- ----------
(restated)
Gross sales ..................................... $ 113,549 $ 105,231
Commissions & allowances .................. 959 1,133
--------- ---------
Net sales ....................................... 112,590 104,098
Other revenues ............................ 3,042 2,888
--------- ---------
NET REVENUES .................................... 115,632 106,986
Cost of goods sold .............................. 70,161 61,732
--------- ---------
GROSS PROFIT .................................... 45,471 45,254
Operating expenses:
Selling, general and
administrative expenses ................ 27,437 25,112
Research and development expenses ......... 4,743 4,093
Legal settlement .......................... - 11,342
Other, net ................................ (1,863) -
--------- ---------
Total operating expenses ................ 30,317 40,547
OPERATING PROFIT ................................ 15,154 4,707
Other expenses:
Interest expense, net ..................... 2,929 2,349
Other expense, net ........................ 127 185
--------- ---------
Income from continuing operations
before income taxes ....................... 12,098 2,173
Provision for income taxes ................ 4,339 609
--------- ---------
INCOME FROM CONTINUING OPERATIONS ............... $ 7,759 $ 1,564
DISCONTINUED OPERATIONS (NOTE 10)
(Loss)/income from discontinued operations before
income taxes .............................. (742) 1,015
Income tax provision ............................ - 220
--------- ---------
(Loss)/income on discontinued operations ........ (742) 795
--------- ---------
Net income ...................................... $ 7,017 $ 2,359
========= =========
Basic earnings per share:
Income from continuing operations ......... 0.30 0.06
(Loss)/income from discontinued
operations ............................... (0.03) 0.03
--------- ---------
Net income ................................ 0.27 0.09
Diluted earnings per share:
Income from continuing operations ......... 0.29 0.06
(Loss)/income from discontinued
operations ............................... (0.03) 0.03
--------- ---------
Net income ................................ 0.26 0.09
Weighted average shares outstanding:
Basic ..................................... 26,001 25,853
Effect of dilutive stock options .......... 604 301
--------- ---------
Diluted ................................... 26,605 26,154
Cash dividends paid per share ................... $ 0.03 $ 0.03
========= =========
See accompanying notes to unaudited condensed consolidated financial statements.
4
CAMBREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Three months ended
March 31,
-----------------------
2004 2003
---------- ---------
(restated)
Cash flows from operating activities:
Net income ............................................. $ 7,017 $ 2,359
Depreciation and amortization .......................... 10,747 8,338
Deferred income tax provision .......................... 472 3,984
Changes in assets and liabilities:
Mylan settlement, net of cash payments ........... - 11,342
Receivables, net ................................. 1,024 3,238
Inventories ...................................... (5,046) 1,170
Prepaid expenses and other current assets ........ 5,080 1,784
Accounts payable and accrued liabilities ......... 3,099 1,092
Income taxes payable ............................. 2,200 (4,192)
Other non-current assets and liabilities ......... (775) (144)
Discontinued operations:
Non-cash charges and changes in operating assets
and liabilities ............................ - 3,404
-------- --------
Net cash provided by operating activities ........ 23,818 32,375
-------- --------
Cash flows from investing activities:
Capital expenditures ................................... (7,224) (10,003)
Other investing activities ............................. (412) (161)
Discontinued operations - cash flows used in
investing activities ................................ - (980)
-------- --------
Net cash used in investing activities .................. (7,636) (11,144)
-------- --------
Cash flows from financing activities:
Dividends paid ......................................... (786) (781)
Net increase in short-term debt ........................ 2,111 445
Long-term debt activity (including current portion):
Borrowings ....................................... 5,300 60,650
Repayments ....................................... (15,241) (72,293)
Proceeds from stock options exercised .................. 3,929 72
Other financing activities ............................. (63) -
-------- --------
Net cash used in financing activities ............ (4,750) (11,907)
-------- --------
Effect of exchange rate changes on cash ...................... (2,044) 730
-------- --------
Net increase in cash and cash equivalents .................... 9,388 10,054
-------- --------
Cash and cash equivalents at beginning of period ............. 64,294 33,296
-------- --------
Cash and cash equivalents at end of period ................... $ 73,682 $ 43,350
======== ========
See accompanying notes to unaudited condensed consolidated financial statements.
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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 subsidiaries.
The accompanying unaudited Condensed 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 ended March 31, 2004 are
not necessarily indicative of the results to be expected for the full year.
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 first quarter of 2004 was a decrease of $439 or $0.02 per fully
diluted share. The Company has restated the results of the first quarter of 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(2) RESTATEMENT OF 2004 QUARTERLY RESULTS - (CONTINUED)
Consolidated Income Statements
QUARTER ENDED
MARCH 31, 2004
---------------------------
AS PREVIOUSLY
REPORTED AS RESTATED
------------- -----------
Gross sales $ 113,592 $ 113,549
Cost of goods sold 70,517 70,161
Gross profit 45,158 45,471
SG&A expenses 27,479 27,437
R&D expenses 4,722 4,743
Operating profit 14,820 15,154
Provision for income taxes 3,566 4,339
Income from continuing operations 8,198 7,759
Net income 7,456 7,017
Diluted EPS, Continuing operations $ 0.31 $ 0.29
Diluted EPS, Net income $ 0.28 $ 0.26
Consolidated Balance Sheets
AS OF MARCH 31, 2004
---------------------------
AS PREVIOUSLY
REPORTED AS RESTATED
------------- -----------
Trade receivables, net $ 56,263 $ 56,220
Inventories, net 84,324 85,259
Deferred tax assets 8,757 6,174
Prepaid expenses and other current assets 11,164 10,863
Total current assets 234,190 232,198
Property, plant and equipment, net 261,173 260,465
Goodwill 219,668 218,574
Total assets 773,236 769,442
Accrued liabilities 58,626 58,316
Deferred tax liabilities 28,998 29,021
Other non-current liabilites 48,592 50,515
Total liabilities 374,898 376,534
Retained earnings 212,457 212,018
Accumulated other comprehensive loss (4,081) (9,072)
Total shareholders' equity $ 398,338 $ 392,908
7
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(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 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 is adopted early. FIN 46R will be 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. The provisions of SFAS 132 remain in effect until the provisions of SFAS
132R are adopted. SFAS 132R is effective for financial statements with fiscal
years ending after December 15, 2003. The interim period disclosures required by
SFAS 132R are effective for interim periods beginning after December 15, 2003.
The Company is in compliance with SFAS 132R.
On January 12, 2004, the FASB issued Staff Position 106-1 which permits a
sponsor of a postretirement health care plan that provides a prescription drug
benefit to make a one-time election to defer accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act).
The Company has elected to defer the accounting effects of this act. As a
result, any measures of the plan 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 and specific
authoritative guidance on the accounting for the federal subsidy is pending and
that guidance, when issued, could require the Company to change previously
reported information.
8
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(4) STOCK BASED COMPENSATION
At March 31, 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 was granted 150,000 incentive
stock appreciation rights. In the fourth quarter 2003 these rights vested and,
as such, the employee is entitled to a cash settlement or the equivalent value
of Cambrex stock representing the difference in value between the closing price
of Cambrex stock on the day of the grant, which was $19.30, and the closing
price of Cambrex stock on the day the rights are exercised. These rights
terminate one year after the employee's retirement. These rights will be marked
to market until the rights are exercised or expire with the amount being
recorded as compensation expense or benefit in the applicable period. In the
first quarter of 2004, the Company recorded approximately $245 in compensation
expense.
Three Months Ended
March 31,
2004 2003
---------- --------
(restated)
----------
Net income, as reported....................... $ 7,017 $ 2,359
Add: stock based compensation included
in reported net income,
net of tax effects......................... 245 -
Deduct: stock-based compensation
expenses determined using fair value
method, net of tax effects................. (1,379) (762)
------- -------
Proforma net income........................... $ 5,883 $ 1,597
Earnings per share:
Basic - as reported........................ $ 0.27 $ 0.09
Basic - proforma........................... $ 0.23 $ 0.06
Diluted - as reported...................... $ 0.26 $ 0.09
Diluted - proforma......................... $ 0.22 $ 0.06
9
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(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.
The changes in the carrying amount of goodwill for the three months ended
March 31, 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... (133) (1,171) - (1,304)
Other, including Contingent
Purchase Price Adjustment....... (864) - - (864)
--------- --------- --------- ---------
Balance as of March 31, 2004.... $ 52,790 $ 40,446 $ 125,338 $ 218,574
========= ========= ========= =========
Other intangible assets that are not subject to amortization, consist of the
following:
As of As of
March 31, December 31,
2004 2003
--------- ------------
Proprietary Process....................... $ 1,675 $ 1,675
Trademarks................................ 33,898 33,898
------- -------
Total $35,573 $35,573
======= =======
Other intangible assets, which will continue to be amortized, consist of the
following:
As of As of
March 31, December 31,
2004 2003
Gross Carrying Gross Carrying
Amount Amount
-------------- -----------------
Patents.......................... $ 3,265 $ 3,122
Proprietary Process.............. 7,146 6,972
Supply Agreements................ 2,110 2,110
Trademarks....................... 785 785
Unpatented Technology............ 5,912 5,912
Other............................ 2,341 2,249
Fully amortized assets*.......... 2,883 2,883
-------- --------
Total 24,442 24,033
Accumulated Amortization......... (8,687) (8,215)
-------- --------
Net $ 15,755 $ 15,818
======== ========
10
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(5) GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
*This category includes certain fully amortized patents, proprietary process and
non-compete agreements.
Amortization expense for the quarters ended March 31, 2004 and 2003 were
$472 and $391, respectively.
The expected amortization expense related to intangible assets in the
future is as follows:
For the year ended December 31, 2004...................... $ 1,691
For the year ended December 31, 2005...................... $ 1,667
For the year ended December 31, 2006...................... $ 1,657
For the year ended December 31, 2007...................... $ 1,639
For the year ended December 31, 2008...................... $ 1,520
(6) INCOME TAXES
The Company's domestic net deferred tax assets at March 31, 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. For the three months ended March 31, 2004 a full valuation
allowance of the Company's domestic net deferred tax assets generated during the
first quarter of 2004 was recorded. Beginning September 30, 2003 the company has
maintained a full valuation allowance on its domestic net deferred tax assets
and will continue to do so until an appropriate level of domestic profitability
is sustained or tax strategies can be developed that would enable the Company to
conclude that it is more likely than not that a portion of the domestic net
deferred assets would be realized. If the Company continues to report pre-tax
losses in the United States, income tax benefits associated with those losses
will not be recognized and, therefore, those losses would not be reduced by such
income tax benefits. Additionally, should domestic losses continue, it is
possible that tax planning strategies preserving certain domestic tax assets
could be deemed inadequate, resulting in additional valuation allowances in the
future. The carryforward periods for foreign tax credits, research and
experimentation tax credits, net operating losses, and the federal alternative
minimum tax credits are 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.
11
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(7) INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Inventories at March 31, 2004 and December 31, 2003 consist of the
following:
March 31, December 31,
2004 2003
---------- ------------
(restated)
Finished goods............................... $ 42,548 $ 42,045
Work in process.............................. 21,303 19,105
Raw materials................................ 17,436 16,601
Supplies..................................... 3,972 4,262
-------- --------
Total................................. $ 85,259 $ 82,013
======== ========
(8) LONG-TERM DEBT
Long-term debt at March 31, 2004 and December 31, 2003 consists of the
following:
March 31, December 31,
2004 2003
--------- -------------
Bank credit facilities....................... $ 95,600 $ 105,200
Senior notes................................. 100,000 100,000
Other........................................ 8,204 8,545
-------- ---------
Subtotal.............................. 203,804 213,745
Less: current portion....................... (1,382) (1,376)
-------- ---------
Total................................. $202,422 $ 212,369
======== =========
During June 2003, the Company borrowed $75,000 in a private offering. The
debt consists of 7 year guaranteed senior Notes due in June 2010 and interest
payments are due semi-annually at a rate of 5.31%. During October 2003, the
Company borrowed an additional $25,000 in a private offering. The debt consists
of 10 year guaranteed senior Notes due in October 2013 and interest payments are
due semi-annually at a rate of 7.05%. These Notes rank equal with the Company's
other senior indebtedness. The funds were used primarily to pay down existing
bank debt and provide Cambrex with longer term fixed rate debt.
The Company met all bank covenants for the first three months of 2004.
(9) RESTRUCTURING AND OTHER CHARGES
2002 Actions
In 2002, Cambrex completed its plan to realign its businesses, and at that
time, the Company recorded net special pre-tax charges of $15,087. These charges
included: Rutherford Chemicals fixed asset impairments of $7,689, closure costs
for a small manufacturing facility of $1,800, inventory write-downs of $586
(included in cost of sales), a goodwill impairment for Rutherford Chemicals of
$3,962, and severance costs of $1,050. Of these charges, $10,849 were recorded
in discontinued operations.
Severance charges, which apply to a Rutherford Chemicals domestic site and
the Corporate office, relate to the termination of approximately 19 employees.
All these employees were terminated by January 31, 2003.
The accrued liabilities balance related to the 2002 actions for severance
and other costs included above was approximately $800 and $1,200 at March 31,
2004 and December 31, 2003, respectively. All accrual balances for these periods
relate to continuing operations.
12
NOTES TO UNAUDITED CONDENSED 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 March 31, 2004 (in millions):
2003 2004
Activity Activity
-------- --------
December December March
31, 2002 31, 2003 31, 2004
Reserve Cash Reserve Cash Reserve
Balance Payments Balance Payments Balance
-------- -------- -------- -------- --------
Restructuring and other charges:
Employee severance........................... $1.0 $(0.8) $ 0.2 $(0.1) $ 0.1
Facility closure costs....................... 1.6 (0.6) 1.0 (0.3) 0.7
---- ----- ----- ----- -----
Total........................................ $2.6 $(1.4) $ 1.2 $(0.4) $ 0.8
==== ===== ===== ===== =====
Facility closure costs and severance costs are expected to be paid by
second quarter 2004.
2004 Actions
In the first quarter 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. Thirteen workers are expected to be
terminated in the second quarter 2004. No payments have been made as of March
31, 2004, however, the Company expects to pay most of these benefits within the
next three months.
(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 effected as more fully
explained in Note #6.
Also, the Company retains the liabilities of the Rutherford Chemicals
business associated with existing general litigation matters, including Vitamin
B-3 reserves, pre-closing environmental liabilities and post retirement benefits
and pension liabilities. See Note #16 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 CONDENSED 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 (loss)/income from discontinued
operations for the three months ended:
March 31, March 31,
2004 2003
------------ ---------
Revenues.................................................... $ - $ 34,689
=========== =========
Pre-tax (loss)/income from operations of
discontinued operations................................. $ (742) $ 1,015
=========== =========
(11) COMPREHENSIVE INCOME
Comprehensive (loss)/income for the three months ended March 31, 2004 and
2003 were $(7,512) as restated and $8,304 respectively. The decrease in
comprehensive income was due to higher foreign currency translation, unrealized
losses on hedging contracts and an increase in the additional minimum pension
liability partly offset by higher net 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 as of March 31, 2004. These adjustments were
not considered material to 2003.
(12) OTHER REVENUE
Other revenue consists primarily of realized gains/losses on foreign
currency hedge contracts, foreign exchange transaction gains/losses and freight
billings. With respect to the foreign currency hedge contracts, the Company
enters into such contracts to reduce exposures to market risks resulting from
fluctuations in foreign exchange rates. The Company does not enter into
financial instruments for trading or speculative purposes.
(13) RETIREMENT PLANS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
substantially all eligible employees: (1) the Nepera Hourly Pension Plan (the
"Nepera Plan") which covers the union employees at the Harriman, New York plant,
and (2) the Cambrex Pension Plan (the "Cambrex Plan") which covers all other
eligible employees.
14
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(13) RETIREMENT PLANS (CONTINUED)
The components of net periodic pension cost for the Company's domestic
plans for the three months ended March 31, 2004 and 2003 are as follows:
2004 2003
---------- --------
(restated)
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost......................................................... $ 581 $ 650
Interest Cost........................................................ 731 710
Expected return on plan assets....................................... (639) (525)
Amortization of prior service cost................................... 11 17
Recognized actuarial loss............................................ 129 130
------ ------
Net periodic benefit cost............................................ $ 813 $ 982
====== ======
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 months ended March 31, 2004 and 2003 are as follows:
2004 2003
------- ------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost.................................................... $ 52 $ 63
Interest Cost................................................... 107 106
Amortization of unrecognized
transition obligation....................................... 25 -
Amortization of prior service cost.............................. 1 1
Recognized actuarial loss....................................... 12 33
------- ------
Net periodic benefit cost....................................... $ 197 $ 203
======= ======
International Pension Plans
Certain foreign subsidiaries of the Company maintain pension plans for
their employees that conform to the common practice in their respective
countries. Based on local laws and customs, some of those plans are not funded.
For those plans that are funded, the amount in the trust supporting the plan is
actuarially determined, and where applicable, in compliance with local statutes.
15
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(13) RETIREMENT PLANS (CONTINUED)
The components of net periodic pension cost for the Company's
international plans for the three months ended March 31, 2004 and 2003 are as
follows:
2004 2003
------ -------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service Cost...................................... $ 173 $ 158
Interest Cost..................................... 234 207
Expected return on plan assets.................... (45) (46)
Amortization of excess plan net................... (10) (8)
Amortization of prior service cost................ 34 32
----- ------
Net periodic benefit cost......................... $ 386 $ 343
===== ======
The Company expects to contribute approximately $562 in cash to its
international pension plans in 2004.
(14) 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 months ended
March 31, 2004 and 2003 are as follows:
2004 2003
----- -----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost of benefits earned ............... $ 13 $ 31
Interest cost ................................. 37 50
Actuarial loss recognized ..................... 29 53
Amortization of unrecognized prior service
cost ......................................... (38) (44)
---- ----
Total periodic postretirement benefit cost .... $ 41 $ 90
==== ====
16
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) SEGMENT INFORMATION
Cambrex is a life sciences company dedicated to providing essential
products and services to accelerate drug discovery, development and
manufacturing processes for human therapeutics. The Company primarily supplies
its products and services worldwide to pharmaceutical and biopharmaceutical
companies, generic drug companies, biotech companies and research organizations.
In the fourth quarter 2003, the Company began reporting results in three
segments: Human Health segment (formerly Human Health and All Other), consisting
of Active Pharmaceutical Ingredients 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, 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 three months of 2003 has been
adjusted to be consistent with a new allocation methodology adopted by the
Company in the fourth quarter of 2003.
One customer, a distributor representing multiple customers, accounted for
10.6% and 9.9% of consolidated gross sales in the three months ended March 31,
2004 and 2003, respectively.
17
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) SEGMENT INFORMATION (CONTINUED)
Following is a summary of business segment information for the following
dates:
Three months ended
March 31,
----------------------
2004 2003
---------- ----------
(restated)
Gross Sales:
Human Health .................... $ 69,909 $ 61,126
Bioproducts ..................... 34,521 30,128
Biopharma ....................... 9,119 13,977
--------- ---------
$ 113,549 $ 105,231
========= =========
Gross Profit:
Human Health .................... $ 26,624 $ 23,637
Bioproducts ..................... 18,397 15,413
Biopharma ....................... 450 6,204
--------- ---------
$ 45,471 $ 45,254
========= =========
Operating Profit*:
Human Health .................... $ 15,335 $ 15,710
Bioproducts ..................... 8,936 4,664
Biopharma ....................... (2,260) 3,681
Corporate ....................... (6,857) (19,348)
--------- ---------
Total Operating Profit .......... $ 15,154 $ 4,707
Reconciliation to income from
Continuing Operations:
Interest Expense, net ........... $ 2,929 $ 2,349
Other Expense, net .............. 127 185
Provision for income taxes ...... 4,339 609
--------- ---------
Income from continuing
operations ..................... $ 7,759 $ 1,564
========= =========
Capital Spending:
Human Health .................... $ 3,265 $ 3,328
Bioproducts ..................... 961 1,801
Biopharma ....................... 2,836 4,635
Corporate ....................... 162 239
--------- ---------
$ 7,224 $ 10,003
========= =========
*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."
18
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(15) SEGMENT INFORMATION (CONTINUED)
Three months ended
March 31,
-----------------------
2004 2003
---------- ----------
(restated)
Depreciation:
Human Health..................... $ 7,103 $ 5,893
Bioproducts...................... 1,350 1,211
Biopharma........................ 1,482 519
Corporate........................ 340 324
---------- ----------
$ 10,275 $ 7,947
========== ==========
Amortization:
Human Health..................... $ 6 $ 3
Bioproducts...................... 358 292
Biopharma........................ 108 96
---------- ----------
$ 472 $ 391
========== ==========
March 31, December 31,
2004 2003
---------- ------------
(restated)
Total Assets:
Human Health..................... $356,974 $358,811
Bioproducts...................... 202,945 197,689
Biopharma........................ 175,906 176,467
Corporate........................ 33,617 45,536
-------- --------
$769,442 $778,503
======== ========
(16) 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.
Environmental
In connection with laws and regulations pertaining to the protection of
the environment, the Company is a party to several environmental remediation
investigations and cleanups and, along with other companies, has been named a
"potentially responsible party" for certain waste disposal sites ("Superfund
sites"). 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 Company had accruals, included in other non-current liabilities of
$4,698 and $4,900 at March 31, 2004 and December 31, 2003, respectively, for
costs associated with the study and remediation of Superfund sites and the
Company's current and former operating sites for matters that are probable and
reasonably estimable. The decrease in the accrual is due to currency fluctuation
of $109 and payments of $93. Included in the liabilities mentioned above are
environmental liabilities discussed in the "Sale of Rutherford Chemicals"
section of this Note. Based on currently available information and analysis, the
Company's accrual represents management's best estimate of what it believes are
the probable and estimable environmental cleanup related costs of a non-capital
nature. After reviewing information currently available, management believes any
amounts paid in excess of the accrued liabilities will not have a material
effect on its financial
19
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(16) CONTINGENCIES (CONTINUED)
position or results of operations. However, these matters, if resolved in a
manner different from the estimates could have a material adverse effect on the
financial condition, operating results and cash flows when resolved in a future
reporting period.
Litigation
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 in accordance with the agreement, with the remaining $8,000 to be paid over
the next five years. Cambrex recorded an $11,342 charge (discounted to the
present value due to the five year pay-out) in the first quarter of 2003 as a
result of this settlement. As of March 31, 2004 the outstanding balance for this
liability was $7,273.
20
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(16) CONTINGENCIES (CONTINUED)
Vitamin B-3
On May 14, 1998, the Company's Nepera subsidiary, a manufacturer and
seller of 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.
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 March 31, 2004
was approximately $3,811. 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. Recently, 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. The court's decision is expected later this year. The
Company strongly believes that the claim should be dismissed, however, the
Circuit Court's decision is so unusual that we cannot predict the disposition of
this matter.
21
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(16) CONTINGENCIES (CONTINUED)
Sale of Rutherford Chemicals
As previously announced, the Company entered into an agreement for the
sale of its Rutherford Chemicals business. The transaction was completed on
November 10, 2003. The agreement for the sale of the Company provided standard
representations and warranties 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, such
as those relating to employee benefit matters, will survive for longer periods.
Under the sale agreement, the Company has indemnified the Buyer for breaches of
representations and warranties, such indemnifications for certain
representations and warranties are subject to a deductible of $750 and a cap at
25 percent of the purchase price.
The Company has retained the liabilities associated with existing general
litigation matters, including Vitamin B-3 as stated above. With respect to
certain pre-closing environmental matters, the Company retains the
responsibility for: (i) certain existing matters including violations 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 have been 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 will file a motion to dismiss by May 30, 2004. We consider the
complaints to be substantially without merit and will vigorously defend against
them.
22
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(in thousands, except share and per-share data)
(16) CONTINGENCIES (CONTINUED)
Securities and Exchange Commission
The Securities and Exchange Commission ("SEC") is currently conducting an
investigation into the Company's inter-company 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.
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 believes the estimated fair value of the above indemnification
agreements is not significant, and as such, the Company has no liabilities
recorded for these agreements as of March 31, 2004.
While it is not possible to predict with certainty the outcome of the
above litigation matters and various other lawsuits and contingencies, it is the
opinion of management 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 FIRST QUARTER 2004 VERSUS FIRST 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 March 31, 2004 and 2003.
Quarter Ended March 31,
-------------------------------------
2004 2003
---------------- -----------------
(restated)
$ % $ %
Human Health .......... $ 69,909 61.6% $ 61,126 58.1%
Bioproducts ........... 34,521 30.4 30,128 28.6
Biopharma ............. 9,119 8.0 13,977 13.3
-------- ----- -------- -----
Total gross sales $113,549 100.0% $105,231 100.0%
======== ===== ======== =====
The following table shows the gross sales and gross profit of the Company's
three product segments for the first quarter 2004 and 2003.
Gross Gross Gross
Sales Profit $ Profit %
--------- -------- --------
2004 (restated)
Human Health........... $ 69,909 $ 26,624 38.1%
Bioproducts............ 34,521 18,397 53.3
Biopharma.............. 9,119 450 4.9
--------- --------
Total............ $ 113,549 $ 45,471 40.0%
========= ========
Gross Gross Gross
Sales Profit $ Profit %
--------- -------- --------
2003
Human Health........... $ 61,126 $ 23,637 38.7%
Bioproducts............ 30,128 15,413 51.2
Biopharma.............. 13,977 6,204 44.4
--------- --------
Total............ $ 105,231 $ 45,254 43.0%
========= ========
Gross sales in the first quarter 2004 increased 7.9% to $113,549 from $105,231
in the first quarter 2003. Increased sales in the Human Health and Bioproducts
segments were partly offset by lower sales in the Biopharma segment. Gross sales
were favorably impacted 6.6% due to exchange rates reflecting a weaker U.S.
dollar in the first quarter of 2004 versus the first quarter 2003.
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST QUARTER 2004 VERSUS FIRST QUARTER 2003 (CONTINUED)
The Human Health Segment gross sales of $69,909 were $8,783 or 14.4% above the
first quarter 2003. Human Health sales were favorably impacted 8.4% due to
exchange rates reflecting a weaker U.S. dollar in the first quarter 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 demand for innovator pharma products and services and higher shipments
of certain central nervous system and diuretic APIs. Partly offsetting these
increases were lower sales of Imaging and Fine Custom Chemical product
catogories.
The Bioproducts Segment gross sales of $34,521 were $4,393 or 14.6% above the
first quarter 2003. The Bioproducts segment sales were favorably impacted 6.2%
due to exchange rates reflecting a weaker U.S. dollar in the first quarter 2004
vs. 2003. The sales increase, excluding currency, primarily reflects higher
sales across most products categories including Cell Biology, Molecular Biology
and Media and Serum due to higher pricing, new products, investments in sales
and marketing and favorable market conditions.
The Biopharma Segment gross sales of $9,119 were $4,858 or 34.8% below the first
quarter 2003 reflecting reduced volumes and suite utilization due to the loss of
a Biopharmaceutical customer whose product failed to receive FDA approval and
the completion of other contracts in 2003 that were only partially replaced in
the first quarter 2004. Foreign currency had no impact on the Biopharma segment.
Export sales from U.S. businesses of $4,862 in the first quarter 2004 decreased
9.8% from the first quarter 2003. Sales from our European operations totaled
$67,271 for the first quarter 2004 as compared with $58,614 in 2003, an increase
of 14.8%. The $113,549 of sales in the first quarter of 2004 consisted of
$55,564, $50,177, $4,356 and $3,452 to North America, Europe, Asia and the rest
of the world, respectively. The $105,231 of sales in the first quarter of 2003
consisted of $54,461, $44,505, $3,727 and $2,538 to North America, Europe, Asia
and the rest of the world, respectively.
Gross profit in the first quarter of 2004 was $45,471 compared to $45,254 in
2003. Gross margin percentage decreased to 40.0% from 43.0% in the first quarter
of 2003. The reduced gross margin percentage reflects lower margins in the
Biopharma and Human Health segments partially offset by higher margins in the
Bioproduct segment. Human Health segment gross margins decreased due to
unfavorable impact of foreign currency translation and pricing pressures on feed
additives, certain generic APIs and imaging products, partly offset by higher
production volumes and favorable product mix. The Bioproducts margins increased
primarily due to increased pricing across most product categories and the
favorable impact of foreign currency, partially offset by increased inventory
reserves and lower royalty revenue. The Biopharma segment margin decline is
primarily due to the lower suite utilization and reflects the high fixed costs
in this segment.
Selling, general and administrative expenses of $27,437 or 24.2% of gross sales
in the first quarter 2004 increased from $25,112, or 23.9% in the first quarter
2003. This increase is due primarily to the impact of foreign currency exchange,
higher spending for advertising and promotions and increased headcount.
Research and development expenses of $4,743 were 4.2% of gross sales in the
first quarter 2004, compared to $4,093 or 3.9% of gross sales in 2003. The
increase primarily reflects higher spending in all segments and the impact of
foreign currency exchange.
The operating profit in the first quarter 2004 was $15,154 compared to $4,707 in
2003. The results reflect the increased gross sales offset by the lower gross
margins and higher operating expenses. In addition, the first quarter 2004
results include $2,863 of income due to the early termination of a Bioproducts
customer
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST QUARTER 2004 VERSUS FIRST QUARTER 2003 (CONTINUED)
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 quarter 2003
results include a $11,342 charge for the settlement of certain class action
lawsuits involving Mylan laboratories.
Net interest expense of $2,929 in the first quarter 2004 increased $580 from
2003 primarily reflecting higher interest rates partially offset by lower
average debt. The average interest rate was 5.8% in the first quarter 2004
versus 3.9% in 2003.
The effective tax rate for the first quarter 2004 was 35.9% compared to 28.0% in
the first 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 first quarter of 2004. Beginning September 30, 2003 the company has
maintained a full valuation allowance on the Company's domestic net deferred tax
assets and will continue to do so until an appropriate level of domestic
profitability is sustained or tax strategies can be developed that would enable
the Company to conclude that it is more likely than not that a portion of the
domestic net deferred assets would be realized. If the Company continues to
report pre-tax losses in the United States, income tax benefits associated with
those losses will not be recognized and, therefore, those losses would not be
reduced by such income tax benefits. Additionally, should domestic losses
continue, it is possible that certain tax planning strategies preserving certain
domestic tax assets could be deemed inadequate, resulting in additional
valuation allowances in the future. The carryforward periods for foreign tax
credits, research and experimentation tax credits, net operating losses, and the
federal alternative minimum tax credits are 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 quarter of 2004 was $7,759 or
$0.29 per diluted share versus $1,564, or $0.06 per diluted share in the same
period a year ago.
In the third quarter 2003, the Company announced that an agreement to sell the
Rutherford Chemicals business had been signed 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 quarter of 2004 was $7,017, or $0.26 per diluted
share versus $2,359, or $0.09 per diluted share in the same period a year ago.
26
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 2004, the Company generated cash flows
from operations totaling $23,818, a decrease of $8,557 versus the same period a
year ago. This decrease in cash flows is due primarily to the loss of cash flows
resulting from the Rutherford Chemical facilities and an increase in inventories
due to the timing of shipments including a long-term contract, partially offset
by an increase in depreciation expense due to capital expenditures in 2003 and a
reorganization accrual in 2004 related to workforce reductions at a separate
European facility.
Capital expenditures from continuing operations were $7,224 in the first three
months of 2004 as compared to $10,003 in 2003. Part of the funds in 2004 were
used for a suite expansion at a Biopharma manufacturing plant in Hopkinton,
Massachusetts cell therapy manufacturing capabilities at the Bioproducts
facility in Walkersville, and new research and development labs at Milan, Italy.
Cash flows used in financing activities in the first three months of 2004 of
$4,750 include net repayment of debt of $7,830, and payment of dividends of
$786, partially offset by proceeds from stock options exercised of $3,929.
During the first three months of 2004 and 2003, the Company paid cash dividends
of $0.03 per share.
Management believes that existing sources of capital, together with cash flows
from operations, will be sufficient to meet foreseeable cash flow requirements.
27
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 during the three
to six month period from the date of filing of this Quarterly Report; 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, unfavorable results shipments, 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.
28
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
Commission. Based on such evaluation, including consideration of the matter
discussed below, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective
at the reasonable assurance level at March 31, 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. 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:
29
- Contracted with our 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 our quarterly tax accounting. This additional
layer of review was performed on our first 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 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;
- Conducting searches for two vacant positions - a Vice President of
Tax and a Tax Manager - which are in progress with several
candidates for each position having been identified or interviewed;
- 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;
While the Company is responding to these weaknesses, management estimates that
it will take at least three to six months from the date of filing this quarterly
report to fully resolve them. Management believes these weaknesses do not have a
material effect on the Company's consolidated financial statements for the
period ending March 31, 2004.
30
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS.
Purchases of equity securities by the issuer and affiliated purchasers.
(d) Maximum Number
(c) Total Number of (or Approximate Dollar
Shares (or Units) Value) of Shares (or
(a) Total Number (b) Average Purchased as Part of Units) that May Yet Be
of Shares (or Price Paid per Publicly Announced Purchased Under the
Period Units) Purchased Share (Or Unit) Plans or Programs Plans or Programs
---------------- --------------- -------------------- ----------------------
January 1-31, 2004 - - - 580,700
February 1-29, 2004 - - - 580,700
March 1-31, 2004 - - - 580,700
---------------- --------------- --------------------
Total - - -
ITEM 4. MATTERS SUBMITTED TO A VOTE OF SECURITIES HOLDERS.
1. At the Annual Meeting of Stockholders held on April 22, 2004, four
Directors in Class II were elected to hold office as Directors of
the Company until the 2007 Annual Meeting of Stockholders.
Nominees Votes For Votes Against
-------- ---------- -------------
Rosina B. Dixon, M.D. 24,151,732 793,377
Roy W. Haley 24,618,125 326,984
Leon J. Hendrix, Jr. 24,620,925 324,184
Ilan Kaufthal 24,124,832 820,277
2. Also, the Stockholders voted for the approval of the 2004 Incentive
Plan.
Votes For Votes Against Votes Abstained Unvoted
--------- ------------- --------------- ---------
18,862,053 3,827,087 500,811 1,755,158
3. Also, the Stockholders voted for the appointment of
PricewaterwaterhouseCoopers LLP as the Company's Independent
Accountants for 2004.
Votes For Votes Against Votes Abstained Unvoted
--------- ------------- --------------- -------
24,606,787 300,001 38,321 -
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.
31
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
First Quarter, 2004:
January 23, 2004 regarding the press release dated January 22, 2004
announcing the financial results for the fourth quarter and full
year of 2003 and providing guidance for 2004. April 23, 2004
regarding the press release dated April 22, 2004 announcing the
financial results for the first quarter of 2004.
32
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
33