UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended September 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ______ to ______
Commission file number 1-10638
CAMBREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2476135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
(Address of principal executive offices)
(201) 804-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]. No [ ].
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ]. No [X].
As of October 31, 2006, there were 29,204,719 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended September 30, 2006
Table of Contents
Page No.
--------
Part I Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of
September 30, 2006 and December 31, 2005 2
Consolidated Statements of Operations
for the three and nine months ended September 30, 2006
and 2005 3
Consolidated Statements of Cash Flows
for the nine months ended September 30, 2006 and 2005 4
Notes to Unaudited Consolidated Financial Statements 5 - 23
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 24 - 32
Item 3. Quantitative and Qualitative Disclosures about Market
Risk 32
Item 4. Controls and Procedures 32 - 33
Part II Other Information
Item 1. Legal Proceedings 34
Item 1A. Risk Factors 34
Item 6. Exhibits 34
Signatures 35
Part I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
SEPTEMBER 30, DECEMBER 31,
2006 2005
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 34,458 $ 45,932
Trade receivables, net 66,910 74,425
Inventories, net 110,840 93,617
Prepaid expenses and other current assets 16,750 15,552
-------- --------
Total current assets 228,958 229,526
Property, plant and equipment, net 239,812 229,410
Goodwill 96,695 96,368
Other intangible assets, net 50,232 51,183
Other assets 6,414 5,985
-------- --------
Total assets $622,111 $612,472
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 36,617 $ 38,813
Accrued expense and other current liabilities 57,680 53,333
-------- --------
Total current liabilities 94,297 92,146
Long-term debt 181,723 186,819
Deferred tax liabilities 29,131 28,543
Other non-current liabilities 63,978 61,713
-------- --------
Total liabilities 369,129 369,221
Stockholders' equity:
Common stock, $.10 par value; authorized 100,000,000,
issued 29,200,366 and 29,118,141 shares at
respective dates 2,920 2,912
Additional paid-in capital 221,233 219,236
Retained earnings 55,030 62,170
Treasury stock, at cost, 2,446,585 and 2,443,313
shares at respective dates (20,873) (20,768)
Deferred compensation -- (2,131)
Accumulated other comprehensive loss (5,328) (18,168)
-------- --------
Total stockholders' equity 252,982 243,251
-------- --------
Total liabilities and stockholders' equity $622,111 $612,472
======== ========
See accompanying notes to unaudited consolidated financial statements.
2
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per-share data)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Gross sales $113,205 $104,500 $356,389 $331,133
Allowances and rebates 459 1,031 1,632 3,696
-------- -------- -------- --------
Net sales 112,746 103,469 354,757 327,437
Other revenues 1,253 1,116 3,398 5,827
-------- -------- -------- --------
Net revenues 113,999 104,585 358,155 333,264
Cost of goods sold 74,797 67,763 231,260 212,910
-------- -------- -------- --------
Gross profit 39,202 36,822 126,895 120,354
Operating expenses:
Selling, general and administrative expenses 29,102 25,825 86,407 77,640
Research and development expenses 5,115 4,862 16,608 16,601
Goodwill impairment 2,092 -- 2,092 --
-------- -------- -------- --------
Total operating expenses 36,309 30,687 105,107 94,241
Operating profit 2,893 6,135 21,788 26,113
Other expenses:
Interest expense, net 2,540 2,801 12,188 8,282
Other (income)/expenses, net (9) (25) 107 72
-------- -------- -------- --------
Income before income taxes 362 3,359 9,493 17,759
Provision for income taxes 4,666 3,407 13,998 6,637
-------- -------- -------- --------
(Loss)/income before cumulative effect of a change
in accounting principle $ (4,304) $ (48) $ (4,505) $ 11,122
Cumulative effect of a change in accounting
principle -- -- (228) --
-------- -------- -------- --------
Net (loss)/income $ (4,304) $ (48) $ (4,733) $ 11,122
======== ======== ======== ========
Basic earnings per share:
(Loss)/income before cumulative effect of a
change in accounting principle $ (0.16) $ (0.00) $ (0.17) $ 0.42
Cumulative effect of a change in accounting
principle -- -- (0.01) --
-------- -------- -------- --------
Net (loss)/income $ (0.16) $ (0.00) $ (0.18) $ 0.42
Diluted earnings per share:
(Loss)/income before cumulative effect of a
change in accounting principle $ (0.16) $ (0.00) $ (0.17) $ 0.42
Cumulative effect of a change in accounting
principle -- -- (0.01) --
-------- -------- -------- --------
Net (loss)/income $ (0.16) $ (0.00) $ (0.18) $ 0.42
Weighted average shares outstanding:
Basic 26,752 26,418 26,718 26,389
Effect of dilutive stock based compensation -- -- -- 161
-------- -------- -------- --------
Diluted 26,752 26,418 26,718 26,550
Cash dividends paid per share $ 0.03 $ 0.03 $ 0.09 $ 0.09
======== ======== ======== ========
See accompanying notes to unaudited consolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
2006 2005
--------- ---------
Cash flows from operating activities:
Adjustments to reconcile net (loss)/income to cash flows:
Net (loss)/income $ (4,733) $ 11,122
Goodwill impairment charge 2,092 --
Cumulative effect of a change in accounting principle 228 --
Depreciation and amortization 26,571 29,312
Acquired in-process research and development 1,445 --
Write-off of debt origination fees 463 --
Stock based compensation 1,140 25
Deferred income taxes (349) --
Allowance for doubtful accounts 541 870
Inventory reserve 4,717 4,719
Loss on disposal of property, plant and equipment 204 --
Other (19) --
Changes in assets and liabilities:
Receivables 9,476 (1,336)
Inventories (18,092) (22,733)
Prepaid expenses and other current assets (576) (3,789)
Accounts payable and other current liabilities 183 1,139
Other non-current assets and liabilities (1,735) 1,018
--------- ---------
Net cash provided by operating activities 21,556 20,347
--------- ---------
Cash flows from investing activities:
Capital expenditures (26,461) (27,987)
Acquired in-process research and development (1,392) --
Other investing activities (99) 1,303
--------- ---------
Net cash used in investing activities (27,952) (26,684)
--------- ---------
Cash flows from financing activities:
Dividends paid (2,407) (2,376)
Net increase in short-term debt 294 636
Long-term debt activity (including current portion):
Borrowings 200,500 124,129
Repayments (207,629) (166,958)
Proceeds from stock options exercised 1,618 1,521
Other financing activities (113) (75)
--------- ---------
Net cash used in financing activities (7,737) (43,123)
--------- ---------
Effect of exchange rate changes on cash and cash equivalents 2,659 (9,312)
--------- ---------
Net decrease in cash and cash equivalents (11,474) (58,772)
Cash and cash equivalents at beginning of period 45,932 91,532
--------- ---------
Cash and cash equivalents at end of period $ 34,458 $ 32,760
========= =========
See accompanying notes to unaudited consolidated financial statements.
4
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated by the context, "Cambrex" or the "Company" means
Cambrex Corporation and subsidiaries.
The accompanying unaudited consolidated financial statements have been
prepared from the records of the Company. In the opinion of management, the
financial statements include all adjustments which are of a normal and recurring
nature, except as otherwise described herein, and are necessary for a fair
statement of financial position and results of operations in conformity with
generally accepted accounting principles ("GAAP"). These interim financial
statements should be read in conjunction with the financial statements for the
year ended December 31, 2005.
The results of operations for the three and nine months ended September 30,
2006 are not necessarily indicative of the results to be expected for the full
year.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Accounting for Uncertainty in Income Taxes
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes--an
interpretation of FASB Statement No. 109 ("FIN 48"), which clarifies the
accounting for uncertainty in income tax positions. This Interpretation requires
that the Company recognize in the consolidated financial statements the impact
of a tax position that is more likely than not to be sustained upon examination
based on the technical merits of the position. The provisions of FIN 48 will be
effective for Cambrex at the beginning of the Company's 2007 fiscal year, with
the cumulative effect of the change in accounting principle recorded as an
adjustment to opening retained earnings. The Company is currently evaluating the
impact of adopting FIN 48 on the consolidated financial statements.
Fair Value Measurements
In September 2006, the FASB issued FASB Statement No. 157 "Fair Value
Measurements" ("FAS 157"). This statement defines fair value, establishes a
framework for measuring fair value in GAAP, and expands disclosures about fair
value measurements. This statement will apply whenever another standard requires
(or permits) assets or liabilities to be measured at fair value. The standard
does not expand the use of fair value to any new circumstances. FAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company is
currently evaluating the potential impact of this statement.
Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans
In September 2006, the FASB issued FASB Statement No. 158 "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106 and 132(R)" ("FAS 158") which is
effective for fiscal years ending after December 15, 2006. FAS 158 requires an
employer to recognize the overfunded or underfunded status of a defined benefit
postretirement plan as an asset or liability in the balance sheet and to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income. This statement does not impact the amounts
recognized in the income statement. FAS 158 will also require an employer to
measure the funded status of a plan as of the date of the fiscal year end
balance sheet. This measurement requirement is effective for fiscal years ending
after December 15, 2008.
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Based on the Company's funded status of plan obligations disclosed in Notes
14 and 15 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2005, the estimated impact of adopting FAS 158 would have been a
reduction to December 31, 2005 comprehensive income of approximately $5,910,
with no impact to the Company's consolidated statements of operations or cash
flows. It is not expected that there will be any affect on the Company's
financing agreements as none of the current debt covenants will be impacted. As
the actual impact of adopting FAS 158 will be dependent upon the fair value of
plan assets and the amount of projected benefit obligations measured as of
December 31, 2006, the above estimated amounts may not be reflective of the
actual impact of the adoption at December 31, 2006.
(3) ACQUISITIONS
On February 2, 2006, the Company acquired Cutanogen Corporation
("Cutanogen") for a purchase price of $1,445 which was paid at closing with
additional purchase price payments of up to $4,800 subject to the achievement of
certain regulatory and commercial milestones. Cutanogen, formally a
biotechnology company, focuses on products used to treat patients with severe
burns. Cutanogen's product, PermaDerm(TM) cultured skin, is the first
multi-layered product that combines autologous epidermal and dermal layers of
the skin in a product for severe burns that is pliable and grows with the
patient, a particular advantage when a burn patient is a child. The Company
expensed the purchase price payment and will continue to expense all additional
payments prior to regulatory approval of the product as in-process research and
development. At acquisition, Cutanogen was a development stage company, as it
had no long-lived assets, revenues or employees. The results are reported as
part of the Bioproducts segment.
(4) STOCK-BASED COMPENSATION
The Company adopted FAS 123(R) "Share-Based Payment," effective January 1,
2006 using the modified prospective transition method. Prior to January 1, 2006,
the company accounted for those plans under the recognition and measurement
provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees. No
stock-based employee compensation cost associated with stock options was
recognized in the financial results for the three and nine months ended
September 30, 2005, as all the 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 first nine months of 2006 do not include compensation cost for
options granted prior to January 1, 2006 as all options outstanding prior to
January 1, 2006 were fully vested as of December 31, 2005. On September 30,
2006, the Company had seven active stock-based employee compensation plans. The
Company also had outstanding at September 30, 2006 Stock Appreciation Rights
("SARs") and restricted stock as described below.
Beginning January 1, 2006, the Company began recognizing compensation costs
for stock option awards to employees based on their grant-date fair value. The
value of each stock option is estimated on the date of grant using the
Black-Scholes option-pricing model. The weighted-average fair value per share
for the stock options granted to employees during the three and nine months
ended September 30, 2006 was $8.04 and $7.99, respectively.
Stock option values were estimated using a 0.55% to 0.56% dividend yield,
expected volatility of 36.49% to 38.28% and a risk-free interest rate of 4.42%
to 4.96%. The Company's stock options are not publicly traded; therefore,
expected volatilities are based on historical volatility of the Company's stock.
The risk-free interest rate is based on the yield of a zero-coupon U.S. Treasury
bond whose maturity period approximates the
6
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) STOCK-BASED COMPENSATION (CONTINUED)
option's expected term. The expected term of 3.75 to 4.75 years was utilized
based on the "simplified" method for determining the expected term of stock
options in Staff Accounting Bulletin No. 107, "Share-Based Payment." Assumptions
used in estimating the fair value of stock options granted in the first nine
months of 2006 are consistent with the assumptions used prior to the adoption of
FAS 123(R) with the exception of the expected life. As a result of using the
"simplified" method, the expected life was shortened by 1.25 years.
FAS 123(R) requires companies to estimate the expected forfeitures for all
unvested awards and record compensation costs only for those awards that are
expected to vest. As of September 30, 2006, the total compensation cost related
to unvested stock option awards granted to employees but not yet recognized was
$1,786. The cost will be amortized on a straight-line basis over the remaining
weighted-average vesting period of 3.6 years.
The amount of stock-based compensation costs related to stock options
recorded in the three and nine months ended September 30, 2006 were $120 and
$278, respectively. Diluted earnings per share changed by $0.00 and $0.01 for
the three and nine months ended September 30, 2006 as a result of adopting FAS
123(R) on January 1, 2006.
Cambrex senior executives participate in a long-term incentive plan which
rewards achievement of long-term strategic goals with restricted stock units.
Awards are made annually to key executives and vest in one-third increments on
the first, second and third anniversaries of the grant. On the third anniversary
of the grant, restrictions on sale or transfer are removed and shares are issued
to executives. In the event of termination of employment or retirement, the
participant is entitled to the vested portion of the restricted stock units and
forfeits the remaining amount; the three-year sale and transfer restriction
remains in place. In the event of death or permanent disability, all shares vest
and the deferred sales restriction lapses. These awards are classified as equity
awards as defined in FAS 123(R). Historically, only senior executives
participated in this plan. As of January 1, 2006, certain other employees are
eligible to receive restricted stock as part of a redesigned stock-based
compensation plan. These awards cliff vest on the third anniversary of the grant
date. For the three and nine months ended September 30, 2006, the Company
recorded $335 and $721, respectively, in compensation expense for this plan. For
the three and nine months ended September 30, 2005, the Company recorded $320
and $1,195, respectively, in compensation expense for this plan. As of September
30, 2006, the total compensation cost related to unvested restricted stock
granted but not yet recognized was $2,919. The cost will be amortized on a
straight-line basis over the remaining vesting period.
At September 30, 2006, the Company had outstanding 150,000 fully-vested
cash-settled incentive SARs at a price of $19.30. These SARs are classified as
liability awards and, as such, will be recorded at fair value until the rights
are exercised or expire with the amount being recorded as compensation expense
or benefit in the applicable period. Fair market value was estimated using a
0.58% dividend yield, expected volatility of 38.38% and a risk-free rate of
4.89%. For the three and nine months ended September 30, 2006 the Company
recorded, at fair market value, ($123) and $141, respectively, in compensation
expense. For the three and nine months ended September 30, 2005 the Company
recorded, at intrinsic value, $0 and $1,170, respectively, in compensation
benefit. Under FAS 123(R), the Company is required to measure the SARs at fair
market value. Prior to adopting FAS 123(R), the SARs were measured at the
intrinsic value. The Company recorded $228 in compensation expense as a
cumulative effect of a change in accounting principle in accordance with FAS
123(R).
7
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) STOCK-BASED COMPENSATION (CONTINUED)
The following table is a summary of the Company's stock option activity
issued to employees and related information:
WEIGHTED-
WEIGHTED- AVERAGE
AVERAGE REMAINING
NUMBER OF EXERCISE CONTRACTUAL
OPTIONS SHARES PRICE TERM
--------------------------------- ---------- --------- -----------
Outstanding at January 1, 2006 4,021,247 $26.60 4.63
Granted 2,250 $21.71
Exercised (79,600) $14.48
Forfeited or expired (59,533) $22.96
---------
Outstanding at March 31, 2006 3,884,364 $26.90 4.41
---------
Granted 1,000 $20.28
Exercised (26,438) $15.17
Forfeited or expired (206,362) $32.15
---------
Outstanding at June 30, 2006 3,652,564 $26.68 4.24
---------
Granted 245,917 $21.39
Exercised (3,838) $19.36
Forfeited or expired (124,210) $25.73
---------
Outstanding at September 30, 2006 3,770,433 $26.38 3.97
=========
Exercisable at September 30, 2006 3,532,251 $26.71 3.78
The aggregate intrinsic value for all stock options exercised for the three
and nine months ended September 30, 2006 were $8 and $572, respectively. The
aggregate intrinsic value for all stock options exercised for the three and nine
months ended September 30, 2005 were $643 and $727, respectively.
A summary of the Company's nonvested restricted stock as of September 30,
2006 and changes during the three and nine months ended September 30, 2006 is
presented below:
WEIGHTED-
NUMBER OF AVERAGE GRANT-
NONVESTED RESTRICTED STOCK SHARES DATE FAIR VALUE
------------------------------- --------- ---------------
Nonvested at January 1, 2006 69,756 $24.30
Granted 63,005 $21.71
Vested during period (30,306) $24.64
Forfeited (5,462) $21.71
-------
Nonvested at March 31, 2006 96,993 $22.66
-------
Granted 340 $20.28
Vested during period -- --
Forfeited (2,658) $22.67
-------
Nonvested at June 30, 2006 94,675 $22.65
-------
Granted 90,413 $21.39
Vested during period -- --
Forfeited (18,728) $22.17
-------
Nonvested at September 30, 2006 166,360 $22.02
=======
8
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) STOCK-BASED COMPENSATION (CONTINUED)
The following table illustrates the effect on net (loss)/income and
earnings per share if the Company had applied the fair value recognition
provisions of FAS 123 as amended by FAS 148 "Accounting for Stock-Based
Compensation," to stock-based employee compensation for the three and nine
months ended September 30, 2005. For purposes of this pro forma disclosure, the
value of the options is estimated using the Black-Scholes option-pricing model
and amortized ratably to expense over the option's vesting periods.
Three months ended Nine months ended
September 30, September 30,
2005 2005
------------------ -----------------
Net (loss)/income, as reported $ (48) $11,122
Add: stock-based compensation expense
included in reported net income 320 25
Deduct: stock-based compensation expenses
determined using fair value method 853 16,859
------- -------
Pro forma net loss $ (581) $(5,712)
Earnings per share:
Basic - as reported $(0.00) $ 0.42
Basic - pro forma $(0.02) $ (0.22)
Diluted - as reported $(0.00) $ 0.42
Diluted - pro forma $(0.02) $ (0.22)
(5) GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for the nine months ended
September 30, 2006, are as follows:
Bioproducts Biopharma Human Health
Segment Segment Segment Total
----------- --------- ------------ ----------
Balance as of January 1, 2006 $56,642 $8,863 $30,863 $96,368
Goodwill impairment -- (2,092) (2,092)
Translation effect 608 -- 1,811 2,419
------- ------ ------- -------
Balance as of September 30, 2006 $57,250 $8,863 $30,582 $96,695
======= ====== ======= =======
The Company recorded a goodwill impairment charge of $2,092 during the
third quarter of 2006 to write-off the remaining goodwill for a reporting unit
within the Human Health segment. This charge resulted from lower cash flow
projections to compute the implied fair value of goodwill as a result of current
market conditions. The facility for which the impairment was recorded was
divested in October 2006 as described in Note 14.
9
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(5) GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
Other intangible assets that are not subject to amortization consist of the
following:
September 30, December 31,
2006 2005
------------- ------------
Trademarks $33,898 $33,898
Proprietary process 2,052 2,052
------- -------
Total $35,950 $35,950
======= =======
Other intangible assets, which will continue to be amortized, consist of
the following:
September 30, 2006
--------------------------------------------
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
Product technology $12,884 $ (5,047) $ 7,837
Patents 5,958 (2,440) 3,518
Supply agreements 2,110 (1,488) 622
License agreement 2,005 (540) 1,465
Other 2,142 (1,302) 840
------- -------- -------
Total $25,099 $(10,817) $14,282
======= ======== =======
December 31, 2005
--------------------------------------------
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
Product technology $12,326 $(4,257) $ 8,069
Patents 5,685 (2,097) 3,588
Supply agreements 2,110 (1,152) 958
License agreement 2,005 (401) 1,604
Other 1,974 (960) 1,014
------- -------- -------
Total $24,100 $(8,867) $15,233
======= ======== =======
Amortization expense for the three and nine months ended September 30, 2006
was $681 and $1,655, respectively.
The expected amortization expense related to intangible assets in the
future is as follows:
For the year ended December 31, 2006................................... $2,012
For the year ended December 31, 2007................................... $1,978
For the year ended December 31, 2008................................... $1,861
For the year ended December 31, 2009................................... $1,552
For the year ended December 31, 2010................................... $1,360
10
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(6) INCOME TAXES
The effective tax rate for the three months ended September 30, 2006 and
2005 was 1,289.0% and 101.4%, respectively. The tax provision for the three
months ended September 30, 2006 increased to $4,666 compared to $3,407 in the
three months ended September 30, 2005. The effective tax rate for the nine
months ended September 30, 2006 and 2005 was 147.5% and 37.4%, respectively. The
tax provision in the first nine months ended September 30, 2006 increased to
$13,998 compared to $6,637 in the first nine months of 2005.
The three and nine months of 2006 include $1,696 of income tax expense
related to the true-up of the 2005 foreign tax provision and tax returns
currently under audit. The tax rate for the nine months ended September 30, 2005
includes the favorable settlement of a tax matter in Sweden of $3,329.
Additionally, the operating results for the three and nine months ended
September 30, 2006 include larger losses domestically and within certain foreign
jurisdictions where the Company is unable to recognize a tax benefit related to
these losses within its tax provision. The Company maintains a full valuation
allowance against its domestic, and certain foreign, net deferred tax assets and
will continue to do so until an appropriate level of profitability is sustained
or tax strategies can be developed that would enable the Company to conclude
that it is more likely than not that a portion of these net deferred assets
would be realized. As such, improvements in domestic, and certain foreign,
pre-tax income in the future may result in these tax benefits ultimately being
realized. However, there is no assurance that such improvements will be
achieved.
(7) NET INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Net inventories at September 30, 2006 and December 31, 2005 consist of the
following:
September 30, December 31,
2006 2005
------------- ------------
Finished goods $ 51,203 $46,134
Work in process 30,717 24,615
Raw materials 25,544 18,159
Supplies 3,376 4,709
-------- -------
Total $110,840 $93,617
======== =======
(8) LONG-TERM DEBT
Long-term debt at September 30, 2006 and December 31, 2005 consists of the
following:
September 30, December 31,
2006 2005
------------- ------------
Bank credit facilities $177,998 $ 81,943
Senior notes -- 100,000
Capitalized leases 4,945 6,056
Notes payable 232 291
-------- --------
Subtotal $183,175 $188,290
Less: current portion 1,452 1,471
-------- --------
Total $181,723 $186,819
======== ========
11
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(8) LONG-TERM DEBT (CONTINUED)
In January 2006, the Company elected to prepay the senior notes with funds
provided by borrowing under the 5-Year Syndicated Senior Revolving Credit
Facility. An expense of $5,272 was recorded related to a make-whole payment of
$4,809 paid to the senior note holders concurrent with the January 2006 payment,
and the related acceleration of $463 of unamortized origination fees.
(9) COMPREHENSIVE INCOME
The following table shows the components of comprehensive (loss)/income for
the three and nine months ended September 30, 2006 and 2005:
Three months Nine months
ended ended
September 30, September 30,
--------------- ------------------
2006 2005 2006 2005
------- ----- ------- --------
Net (loss)/income $(4,304) $ (48) $(4,733) $ 11,122
Foreign currency translation (235) 82 13,101 (34,815)
Unrealized (loss)/gain on hedging contracts (212) (628) 162 (1,368)
Unrealized (loss)/gain on available for sale securities (252) 38 (423) (97)
------- ----- ------- --------
Total $(5,003) $(556) $ 8,107 $(25,158)
======= ===== ======= ========
(10) RETIREMENT PLANS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
all eligible employees: the Nepera Hourly Pension Plan which covers the union
employees at the previously owned Harriman, New York plant, and the Cambrex
Pension Plan which covers all other eligible employees.
The components of net periodic pension cost for the Company's domestic
plans for the three and nine months ended September 30, 2006 and 2005 are as
follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 729 $ 688 $ 2,187 $ 2,064
Interest cost 858 791 2,574 2,373
Expected return on plan assets (746) (735) (2,238) (2,205)
Amortization of prior service costs 11 11 33 33
Recognized actuarial loss 180 113 540 339
------ ----- ------- -------
Net periodic benefit cost $1,032 $ 868 $ 3,096 $ 2,604
====== ===== ======= =======
12
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS (CONTINUED)
The Company has two Supplemental Executive Retirement Plans ("SERP") for
key executives. These plans are non-qualified and unfunded.
The components of net periodic benefit cost for the Company's SERP Plans
for the three and nine months ended September 30, 2006 and 2005 are as follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 55 $ 56 $165 $168
Interest cost 113 108 339 324
Amortization of unrecognized transition
obligation 26 25 78 75
Amortization of prior service cost 1 1 3 3
Recognized actuarial loss 18 10 54 30
---- ---- ---- ----
Net periodic benefit cost $213 $200 $639 $600
==== ==== ==== ====
International Pension Plans
Certain foreign subsidiaries of the Company maintain pension plans for
their employees that conform to the common practice in their respective
countries. Based on local laws and customs, some of those plans are not funded.
For those plans that are funded, the amount in the trust supporting the plan is
actuarially determined, and where applicable, in compliance with local statutes.
The components of net periodic pension cost for the Company's international
plans for the three and nine months ended September 30, 2006 and 2005 are as
follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 344 $302 $1,032 $ 906
Interest cost 260 282 780 846
Expected return on plan assets (102) (92) (306) (276)
Amortization of unrecognized net
obligation (8) (13) (24) (39)
Recognized actuarial loss 17 59 51 177
Amortization of prior service cost 33 (2) 99 (6)
----- ---- ------ ------
Net periodic benefit cost $ 544 $536 $1,632 $1,608
===== ==== ====== ======
13
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) OTHER POSTRETIREMENT BENEFITS
Cambrex provides post-retirement health and life insurance benefits
("post-retirement benefits") to all eligible retired employees. Employees who
retire at or after age 55 with fifteen years of service are eligible to
participate in the postretirement benefit plans. Certain subsidiaries and all
employees hired after December 31, 2002 (excluding those covered by collective
bargaining) are not eligible for these benefits. The Company's responsibility
for such premiums for each plan participant is based upon years of service. Such
plans are self-insured and are not funded. Effective January 1, 2006, the
Cambrex Retiree Medical Plan no longer provides prescription coverage to
retirees or dependents age 65 or older.
The components of net periodic postretirement benefit cost for the three
and nine months ended September 30, 2006 and 2005 are as follows:
Three Three Nine Nine
months months months months
ended ended ended ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
------------- ------------- ------------- -------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost of benefits earned $ 16 $ 15 $ 48 $ 45
Interest cost 34 38 102 114
Actuarial loss recognized 33 29 99 87
Amortization of unrecognized prior
service cost (45) (38) (135) (114)
---- ---- ----- -----
Total periodic postretirement benefit
cost $ 38 $ 44 $ 114 $ 132
==== ==== ===== =====
(12) SEGMENT INFORMATION
The Company classifies its business units into three reportable segments:
Bioproducts, consisting of research products and services and therapeutic
applications, Biopharma, consisting of biopharmaceutical process development and
manufacturing services and Human Health, consisting of active pharmaceutical
ingredients and pharmaceutical intermediates produced under Food and Drug
Administration cGMP for use in the production of prescription and
over-the-counter drug products and other fine custom chemicals derived from
organic chemistry.
Information as to the operations of the Company in each of its business
segments is set forth below based on the nature of the products and services
offered. Cambrex evaluates performance based on gross profit and operating
profit. Inter-segment sales are not material. The Company allocates certain
corporate expenses to each of the segments.
One customer accounts for 10% of consolidated gross sales in the three
months ended September 30, 2005. There are no individual customers accounting
for more than 10% of consolidated gross sales in the three and nine months ended
September 30, 2006 and nine months ended September 30, 2005.
14
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) SEGMENT INFORMATION (CONTINUED)
The Company currently has a long-term sales contract that accounts for more
than 10% of Human Health segment sales for the three and nine months ended
September 30, 2006 and 2005 that is scheduled to expire at the end of 2008.
There is no guarantee that this contract will be renewed. The Company is
currently in negotiations to extend this contract to 2013 which, if the Company
elects to do so, will result in significantly lower profitability in 2007 and
2008 than under the existing contract.
During the second quarter 2006 there was a change in allocation methodology
which reflects certain employee medical benefit expenses that were reclassified
from segment cost of goods sold and operating expenses to Corporate operating
expenses to better reflect actual costs reported in the operating segments.
Prior period amounts have not been recast to reflect this change in allocation
methodology.
As a result of the change in allocation methodology, cost of goods sold
decreased $1,321 with an increase to operating expense for the nine months ended
September 30, 2006. At the segment level, cost of goods sold decreased $540,
$505 and $276 for Bioproducts, Biopharma and Human Health, respectively. The
decrease in segment operating expenses was $322, $48 and $135 for Bioproducts,
Biopharma and Human Health, respectively, offset by an increase in Corporate
operating expense of $1,826. Consolidated operating profit was not effected.
The following is a summary of business segment information:
Three months ended Nine months ended
September 30, September 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Gross Sales:
Bioproducts $ 39,326 $ 35,729 $121,740 $113,638
Biopharma 11,615 8,385 35,429 27,747
Human Health 62,264 60,386 199,220 189,748
-------- -------- -------- --------
$113,205 $104,500 $356,389 $331,133
======== ======== ======== ========
Gross Profit:
Bioproducts $ 19,363 $ 18,481 $ 63,491 $ 59,952
Biopharma (165) (2,137) (783) (4,800)
Human Health 20,004 20,478 64,187 65,202
-------- -------- -------- --------
$ 39,202 $ 36,822 $126,895 $120,354
======== ======== ======== ========
Operating Profit:
Bioproducts $ 6,242 $ 5,024 $ 21,276 $ 20,499
Biopharma (2,422) (4,368) (7,782) (12,545)
Human Health 7,804 11,343 32,413 34,373
Corporate (8,731) (5,864) (24,119) (16,214)
-------- -------- -------- --------
$ 2,893 $ 6,135 $ 21,788 $ 26,113
======== ======== ======== ========
15
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) SEGMENT INFORMATION (CONTINUED)
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2006 2005 2006 2005
------ ------ ------- -------
Capital Expenditures:
Bioproducts $1,285 $2,365 $ 6,443 $ 7,946
Biopharma 1,092 1,531 3,344 3,721
Human Health 6,440 5,977 16,606 15,228
Corporate 11 37 68 1,092
------ ------ ------- -------
$8,828 $9,910 $26,461 $27,987
====== ====== ======= =======
Depreciation:
Bioproducts $1,618 $1,467 $ 4,969 $ 4,448
Biopharma 939 1,250 2,751 3,419
Human Health 5,682 6,114 16,529 18,836
Corporate 171 84 667 891
------ ------ ------- -------
$8,410 $8,915 $24,916 $27,594
====== ====== ======= =======
Amortization:
Bioproducts $ 607 $ 413 $ 1,431 $ 875
Biopharma 64 88 195 813
Human Health 10 10 29 30
------ ------ ------- -------
$ 681 $ 511 $ 1,655 $ 1,718
====== ====== ======= =======
September 30, December 31,
2006 2005
------------- ------------
Total Assets:
Bioproducts $236,984 $231,965
Biopharma 56,474 58,652
Human Health 310,122 301,771
Corporate 18,531 20,084
-------- --------
$622,111 $612,472
======== ========
(13) CONTINGENCIES
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary course
of its business activities. The Company continually assesses all known facts and
circumstances as they pertain to all legal and environmental matters and
evaluates the need for reserves and disclosures as deemed necessary based on
these facts and circumstances and as such facts and circumstances develop.
16
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
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 ("PRP") for
certain waste disposal sites ("Superfund sites"). Additionally, as discussed in
the "Sale of Rutherford Chemicals" section of this Note, the Company has
retained the liability for certain environmental proceedings, associated with
the Rutherford Chemicals business. Each of these matters is subject to various
uncertainties, and it is possible that some of these matters will be decided
unfavorably against the Company.
The resolution of such matters often spans several years and frequently
involves regulatory oversight or adjudication.
Additionally, many remediation requirements are not fixed and are likely to
be affected by future technological, site, and regulatory developments.
Consequently, the ultimate extent of liabilities with respect to such matters,
as well as the timing of cash disbursements cannot be determined with certainty.
In matters where the Company has been able to reasonably estimate its
liability, the Company has accrued for the estimated costs associated with the
study and remediation of Superfund sites not owned by the Company and the
Company's current and former operating sites. These accruals were $7,522 and
$6,413 at September 30, 2006 and December 31, 2005, respectively. The increase
in the accrual is primarily due to an increase in the reserve for the Clifton,
NJ site and the Bayonne, NJ site of $425 and $235, respectively, an increase in
the reserve at a Company subsidiary with an offsetting receivable recorded in
Other Assets of $887 and currency fluctuation of $253, partially offset by
payments of $753. Based upon currently available information and analysis, the
Company's current accrual represents management's best estimate of the probable
and estimable costs associated with environmental proceedings including amounts
for legal and investigation fees where remediation costs may not be estimable at
the reporting date.
As a result of the sale of the Bayonne, New Jersey facility (see "Sale of
Rutherford Chemicals" section of this Note), an obligation to investigate site
conditions and conduct required remediation under the New Jersey Industrial Site
Recovery Act was triggered and the Company has retained the responsibility for
such obligation. The Company completed a preliminary assessment of the site and
submitted the preliminary assessment to the New Jersey Department of
Environmental Protection ("NJDEP"). The preliminary assessment identified
potential areas of concern based on historical operations and sampling of such
areas commenced. The Company has completed a second phase of sampling and
determined that a third phase of sampling is necessary to determine the extent
of contamination and any necessary remediation. The results of the completed and
proposed sampling, and any additional sampling deemed necessary, will be used to
develop an estimate of the Company's future liability for remediation costs, if
required. The Company submitted its plan for the third phase of sampling to the
NJDEP during the fourth quarter of 2005. The sampling will commence in the next
few months. During 2006 the Company increased reserves to cover currently
anticipated investigation and minimum remediation costs related to the site.
In March 2000, the Company completed the acquisition of the Cambrex
Profarmaco Landen facility in Belgium. At the time of acquisition, Cambrex was
aware of certain site contamination and recorded a reserve for the estimated
costs of remediation. This property has been the subject of an extensive
on-going environmental investigation and health risk assessment. The
investigation had been considered complete but the Company recently determined
that an additional small area required further sampling to fully identify the
17
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
contamination. The results of the entire investigation and the final risk
assessment, both of which are nearing completion, will determine the ultimate
remedial actions to be performed at the site. The Company is proceeding with
finalization of the delineation and risk assessment. The reserve established in
this matter is adequate based on current information. As discussed in Note 14,
in October 2006, the Company announced the sale of the Landen facility. This
obligation related to the remediation of this site transferred to the new owner
with the sale.
The Company's Cosan subsidiary conducted manufacturing operations in
Clifton, New Jersey from 1968 until 1979. Prior to the acquisition by the
Company, the operations were moved to another location and thereafter Cambrex
purchased the business. In 1997, Cosan entered into an Administrative Consent
Order with the NJDEP. Under the Administrative Consent Order, Cosan was required
to complete an investigation of the extent of the contamination related to the
Clifton site and conduct remediation as may be necessary. During the third
quarter of 2005, the Company completed the investigation related to the Clifton
site, which extends to adjacent properties. The results of the investigation
caused the Company to increase its related reserves by $1,300 in 2005 based on
the proposed remedial action plan. The Company submitted the results of the
investigation and proposed remedial action plan to the NJDEP.
In February 2005, the New Jersey Federal District Court ruled that a
lawsuit claiming property damages against Cosan by the owners of contaminated
property adjacent to the Clifton location could be placed on the active
calendar. To avoid the expense and uncertainty of trial, the parties have
reached agreement to settle this matter. A reserve of $425 was recorded in March
2006. In July 2006, under the settlement, Cosan paid the property owner $425 and
this matter is considered concluded.
In mid-2004 the United States Environmental Protection Agency ("USEPA")
conducted a hazardous waste inspection of the Company's Charles City facility.
Thereafter, the USEPA notified the facility of several alleged violations of the
hazardous waste laws related to management of hazardous waste and requested
additional information related to the alleged violations. The Company responded
and provided information which questioned the conclusion that the violations
occurred. Nevertheless, the USEPA concluded that several violations existed at
the time of the inspection, and in October 2005 issued the facility an order and
penalty assessment in the amount of $189. In October 2005, the Company filed a
request for a hearing and an informal conference to discuss settlement. In July
2006, the USEPA and the Company have reached agreement under which the Company
neither admits, nor denies the USEPA's factual allegations or conclusions of
law. The Company has paid a mitigated penalty in the amount of $15 and will
complete a Supplemental Environmental Project designed to minimize the potential
for pollution associated with certain activities at the site. This matter is
considered concluded.
In March 2006, the Company received notice from the USEPA that two former
operating subsidiaries are considered PRPs at the Berry's Creek Superfund Site,
Bergen County, New Jersey. The operating companies are among many other PRPs
that were listed in the notice. Pursuant to the notice, the PRPs have been asked
to perform a remedial investigation and feasibility study of the Berry's Creek
Site. The Company has met with the other PRPs. Both operating companies joined
the groups of PRPs and filed a joint response to the USEPA agreeing to jointly
negotiate to conduct or fund (along with other PRPs) an appropriate remedial
investigation and feasibility study of the Berry's Creek Site. At this time it
is too early to predict the extent of any liabilities. However, in the second
quarter 2006, the Company established a minimum reserve to cover anticipated
initial costs related to the site.
18
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
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 ultimately be required. If any of the Company's environmental
matters develop in a more unfavorable manner than presently estimated, these
matters either individually or in the aggregate, could have a material adverse
effect on the Company's financial condition, operating results and cash flows in
a future reporting period.
Litigation and Other Matters
Mylan Laboratories
In 1998 the Company and its subsidiary Profarmaco S.r.l. (currently known
as Cambrex Profarmaco Milano S.r.l.") ("Profarmaco") were named as defendants
(along with Mylan Laboratories, Inc. ("Mylan") and Gyma Laboratories of America,
Inc., Profarmaco's distributor in the United States) in a proceeding instituted
by the Federal Trade Commission ("FTC") in the United States District Court for
the District of Columbia (the "District Court"). Suits were also commenced by
several State Attorneys' General. The suits alleged violations of the Federal
Trade Commission Act arising from exclusive license agreements between
Profarmaco and Mylan covering two APIs. The FTC and Attorneys' General suits
were settled in February 2001, with Mylan (on its own behalf and on behalf of
Profarmaco and Cambrex) agreeing to pay over $140,000 and with Mylan, Profarmaco
and Cambrex agreeing to monitor certain future conduct.
The same parties including the Company and Profarmaco have also been named
in purported class action complaints brought by private plaintiffs in various
state courts on behalf of purchasers of the APIs in generic form, making
allegations similar to those raised in the FTC's complaint and seeking various
forms of relief including treble damages.
In April 2003, Cambrex reached an agreement with Mylan under which Cambrex
would contribute $12,415 to the settlement of litigation brought by a class of
direct purchasers. In exchange, Cambrex and Profarmaco received from Mylan a
release and full indemnity against future costs or liabilities in related
litigation brought by purchasers, as well as potential future claims related to
this matter. Cambrex recorded an $11,342 charge (discounted to the present value
due to the five year pay-out) in the first quarter of 2003 as a result of this
settlement. In accordance with the agreement $9,215 has been paid through
September 30, 2006, with the remaining $3,200 to be paid over the next two
years. As of September 30, 2006 the outstanding balance for this liability was
$3,048.
Vitamin B-3
In May 1998, the Company's subsidiary, Nepera, which formerly operated the
Harriman facility and manufactured and sold niacinamide ("Vitamin B-3"),
received a Federal Grand Jury subpoena for the production of documents relating
to the pricing and possible customer allocation with regard to that product. In
2000, Nepera reached agreement with the Government as to its alleged role in
Vitamin B-3 violations from 1992 to 1995. The Canadian government claimed
similar violations. All government suits in the U.S. and Canada have been
concluded.
Nepera has been named as a defendant, along with several other companies,
in a number of private civil actions brought on behalf of alleged purchasers of
Vitamin B-3. The actions seek injunctive relief and unspecified but substantial
damages. All cases have been settled within established reserve amounts.
19
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
Settlement documents will be finalized and payments will be made during the next
several months. The balance of the reserves recorded within accrued liabilities
related to this matter was $1,585 as of September 30, 2006.
Sale of Rutherford Chemicals
The Company completed the sale of its Rutherford Chemicals business in
November 2003. Under the agreement for the sale ("Purchase Agreement"), the
Company provided standard representations and warranties and included various
covenants concerning the business, operations, liabilities and financial
condition of the Rutherford Chemicals business ("Rutherford Business"). Most of
such representations and warranties survived for a period of thirty days after
the preparation of the audited financial statements for year-end 2004 by the
purchasers of the Rutherford Business ("Buyers"). Therefore, claims for breaches
of such representations had to be brought during such time frame. Certain
specified representations, warranties and covenants, such as those relating to
employee benefit matters and certain environmental matters, survive for longer
periods and claims under such representations, warranties and covenants could be
brought during such longer periods. Under the Purchase Agreement, the Company
has indemnified the Buyer for breaches of representations, warranties and
covenants. Indemnifications for certain but not all representations and
warranties are subject to a deductible of $750 and a cap at 25 percent of the
purchase price.
Under the Purchase Agreement, the Company has retained the liabilities
associated with existing general litigation matters related to Rutherford
Chemicals. With respect to certain pre-closing environmental matters, the
Company retains the responsibility for: (i) certain existing matters including
violations, environmental testing for the New York facility incinerator and
off-site liabilities; and (ii) completing the on-going remediation at the New
York facility. Further, as a result of the sale of the Bayonne, New Jersey
facility within Rutherford Chemicals, and as discussed in the Environmental
Section above, the obligation to investigate site conditions and conduct
required remediation under the provisions of the New Jersey Industrial Site
Recovery Act was triggered; and the Company has retained the responsibility for
completion of any such investigation and remediation. With respect to all other
pre-closing environmental liabilities, whether known or unknown, the Buyer is
responsible for the management of potential future matters; however, the Buyer
and the Company may share the costs of associated remediation with respect to
such potential future matters, subject to certain limitations defined in the
agreement for sale. The Company has accrued for exposures which are deemed
probable and estimable.
In March 2005, the Company received a claim from the Buyers claiming breach
of certain representations, warranties and covenants contained in the Purchase
Agreement. In April 2005, the Company responded rejecting the claim. Thereafter,
the Buyers submitted an amended claim. The amended claim alleges breaches of
representations, warranties and covenants covering each of the five operating
sites sold pursuant to the Purchase Agreement and are related primarily to
facility structures, utilities and equipment and alleges damages of $26,407. To
the extent the alleged damages arise from breaches of representations and
warranties, the claim would be subject to a cap of between approximately $14,000
and $16,250, depending on whether certain contingent payments are made, and is
subject to the deductible of $750 which is the responsibility of the Buyers. In
May 2005, the Company responded to the Buyers and rejected the claim entirely.
In September 2005, the Company received a request for indemnity ("September
Notice") from the Buyers related to an arbitration claim filed by a Rutherford
Business customer ("Customer"). The arbitration claim arises from a claimed
breach of a supply agreement that was assigned to and assumed by
20
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
the Buyers pursuant to the Purchase Agreement. Thereafter, the Company was also
served with an arbitration claim by the Customer related to the same matter. In
the arbitration claim, the Customer claims $30,000 in damages arising from
Buyers' breach of the supply agreement. The Buyers claim that the September
Notice amends the earlier claims that they filed in March and April 2005, as
discussed above, and that the Customer's claimed breach of the supply agreement
should be treated as part of a breach of a representation, warranty or covenant
set forth in the earlier notices. The supply agreement was assigned to and
assumed by the Buyers, and the Company has now been dismissed from the
Customer's arbitration claim. In October 2005, the Company rejected the Buyers'
claim for indemnity under the September Notice in its entirety.
In October 2005, the Company received a notice from the Buyers ("October
Notice") that summarized the claims previously received in March and April 2005,
and included the Buyers' response to the Company's April and May rejection of
the earlier notices. The October Notice also set forth additional claims for
environmental matters related to the Rutherford Business that relate to
environmental matters at each of the five operating sites sold pursuant to the
Purchase Agreement. In December 2005, the Buyers added two additional
environmental claims related to the former operating sites ("December Notices").
The Company has now responded to the October and December Notices disputing the
environmental claims on various grounds, including that the Company believes
most claims relate to Buyers' obligations under the Purchase Agreement. The
Company also requested additional information because some environmental claims
may be covered by sections of the Purchase Agreement where the parties share
liability concerning such matters.
In April 2006, the Company received a summons and complaint (the
"Complaint") from the Buyers, which was filed in the Supreme Court of the State
of New York, County of New York. The Complaint seeks indemnification,
declaratory and injunctive relief for alleged (i) breaches of representations,
warranties and covenants covering each of the former operating sites related to
facility structures, utilities and equipment included in the March, April and
October Notices mentioned above and the allegedly related breach of the Customer
Supply Agreement arising from a breach of warranty at the Harriman facility
included in the September Notice mentioned above (collectively "Equipment
Matters"); and (ii) claims related to environmental matters at each of the five
operating locations, most of which related to the former Harriman location
included in the October Notice and December Notices mentioned above
(collectively "Environmental Matters").
The Company continues its evaluation of Buyers' allegations and intends to
defend itself against these claims vigorously. The Company continues to believe
that the Equipment Matters are without merit. Further, the Company continues to
believe that based on current information the majority of the Environmental
Matters are either the Buyers' responsibility or without merit and the remaining
are otherwise not reasonably estimable at this time. As such, the Company has
recorded no reserves for this matter.
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 (the
"Court"). Discovery in this matter is proceeding. In January 2004, the Court
consolidated the cases, designated the lead plaintiff and selected counsel to
represent the class. An amended complaint was filed in March 2004. The lawsuit
has been brought as a class action in the names of
21
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
purchasers of the Company's common stock from October 21, 1998 through July 25,
2003. The complaint alleges that the Company failed to disclose in a timely
fashion the January 2003 accounting restatement and subsequent SEC
investigation, as well as the loss of a significant contract at the Baltimore
facility.
The Company filed a Motion to Dismiss in May 2004. Thereafter, the
plaintiff filed a reply brief. In October 2005, the Court denied the Company's
Motion to Dismiss against the Company and two current Company officers. The
Company has reached its deductible under its insurance policy and further costs,
expenses and any settlement is expected to be paid by the Company's insurers.
The Company continues to believe that the complaints are without merit and will
vigorously defend against them. As such, the Company has recorded no reserves
related to this matter.
Securities and Exchange Commission
The SEC is currently conducting an investigation into the Company's
inter-company accounting procedures from the period 1997 through 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 the Company'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.
Baltimore Litigation
In 2001, the Company acquired the biopharmaceutical manufacturing business
in Baltimore (the "Baltimore Business"). The sellers of the Baltimore Business
filed suit against the Company alleging that the Company made false
representations during the negotiations on which the sellers relied in deciding
to sell the business and that the Company breached its obligation to pay
additional consideration as provided in the purchase agreement which was
contingent on the performance of the Baltimore Business. Management believes the
matter to be without merit and continues its defense of this matter.
Other
The Company has commitments incident to the ordinary course of business
including corporate guarantees of certain subsidiary obligations to the
Company's lenders related to financial assurance obligations under certain
environmental laws for remediation, closure and/or third party liability
requirements of certain of its subsidiaries and a former operating location;
contract provisions for indemnification protecting its customers and suppliers
against third party liability for manufacture and sale of Company products that
fail to meet product warranties and contract provisions for indemnification
protecting licensees against intellectual property infringement related to
licensed Company technology or processes.
Additionally, as permitted under Delaware law, the Company has agreements
whereby we indemnify our officers and directors for certain events or
occurrences while the officer or director is, or was serving, at our request in
such capacity. The term of the indemnification period is for the officer's or
director's lifetime. The maximum potential amount of future payments we could be
required to make under these indemnification agreements is unlimited; however,
we have a Director and Officer insurance policy that covers a portion of any
potential exposure.
22
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
The Company currently believes the estimated fair value of its
indemnification agreements is not significant based on currently available
information, and as such, the Company has no liabilities recorded for these
agreements as of September 30, 2006.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings. The Company's litigation 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.
(14) SUBSEQUENT EVENTS
On October 20, 2006, the Company signed a definitive stock purchase
agreement to sell two facilities within the Human Health segment to a holding
company controlled by International Chemical Investors II S.A. for nominal
consideration. The sale closed on October 27, 2006. As a result of this
transaction, the Company expects to report a non-cash charge of approximately
$30,000 in the fourth quarter of 2006. Gross sales for these two facilities for
the three months and nine months ended September 30, 2006 were $8,764 and
$28,571, respectively.
On October 24, 2006, the Company entered into a definitive stock purchase
agreement with Lonza Group AG for the sale of the businesses that comprise the
Bioproducts and Biopharma segments (excluding certain liabilities) for total
cash consideration of $460,000. The Company expects to realize net proceeds
after tax and transaction fees of approximately $450,000. This sale is subject
to the Company's stockholders approval as well as customary regulatory approvals
and is expected to close in the first quarter of 2007. The Bioproducts and
Biopharma segments had combined gross sales of $50,941 and $157,169 for the
three and nine months ended September 30, 2006, respectively.
23
CAMBREX CORPORATION AND SUBSIDIARIES
(dollars in thousands, except share data)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
EXECUTIVE OVERVIEW
The Company's business consists of three segments - Bioproducts, Biopharma
and Human Health. The Bioproducts segment consists of research products and
services and therapeutic applications. The Biopharma segment consists of the
Company's biopharmaceutical process development and manufacturing business. The
Human Health segment is primarily comprised of active pharmaceutical ingredients
derived from organic chemistry and pharmaceutical intermediates.
The following significant events occurred during the third quarter 2006
which affected reported operating profit:
- A charge of approximately $1,700 recorded within administrative
expenses for the costs related to the evaluation of strategic
alternatives to enhance shareholder value.
- A $2,092 goodwill impairment charge recorded within operating expenses
for the write-off of goodwill for a reporting unit within the Human
Health segment.
Subsequent to the third quarter 2006 the Company signed a definitive stock
purchase agreement to sell two facilities within the Human Health segment to a
holding company controlled by International Chemical Investors II S.A. This
transaction closed on October 27, 2006. In addition, in October 2006, the
Company entered into a definitive stock purchase agreement with Lonza Group AG
for the sale of the businesses that comprise the Bioproducts and Biopharma
segments.
RESULTS OF OPERATIONS
COMPARISON OF THIRD QUARTER 2006 VERSUS THIRD QUARTER 2005
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 three
months ended September 30, 2006 and 2005.
2006 2005
---------------- ----------------
$ % $ %
-------- ----- -------- -----
Bioproducts $ 39,326 34.7% $ 35,729 34.2%
Biopharma 11,615 10.3 8,385 8.0
Human Health 62,264 55.0 60,386 57.8
-------- ----- -------- -----
Total gross sales $113,205 100.0% $104,500 100.0%
======== ===== ======== =====
The following table shows the gross profit of the Company's three segments
for the three months ended September 30, 2006 and 2005.
2006 2005
------------------- -------------------
Gross Gross Gross Gross
Profit $ Profit % Profit $ Profit %
-------- -------- -------- --------
Bioproducts $19,363 49.2% $18,481 51.7%
Biopharma (165) (1.4) (2,137) (25.5)
Human Health 20,004 32.1 20,478 33.9
------- -------
Total $39,202 34.6% $36,822 35.2%
======= =======
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2006 VERSUS THIRD QUARTER 2005 (CONTINUED)
Gross sales in the third quarter 2006 increased 8.3% to $113,205 from
$104,500 in the third quarter 2005 due to stronger sales in all segments. Gross
sales were favorably impacted 2.2% due to exchange rates reflecting a weaker
U.S. dollar in the third quarter of 2006 versus 2005.
Gross profit in the third quarter of 2006 was $39,202 compared to $36,822
in 2005. Gross margin percentage decreased to 34.6% from 35.2% in the third
quarter of 2005 as a result of product mix and higher production costs.
Additionally, the Company reclassified certain employee medical benefit expenses
from segment cost of goods sold and operating expense to Corporate operating
expenses to better reflect actual costs incurred within the operating segments.
The 2006 results include this reclassification. If the Company had applied this
new methodology to the third quarter of 2005, gross margins would have been
35.6%.
The following table shows sales by geographic area for the three months
ended September 30, 2006 and 2005:
2006 2005
-------- --------
North America $ 52,729 $ 46,157
Europe 52,658 50,738
Asia 5,098 5,419
Other 2,720 2,186
-------- --------
Total Gross Sales $113,205 $104,500
======== ========
Bioproducts gross sales in the third quarter 2006 of $39,326 were $3,597 or
10.1% above the third quarter 2005. The Bioproducts segment gross sales were
favorably impacted 1.9% due to exchange rates reflecting a weaker U.S. dollar in
the third quarter of 2006 versus 2005.
Within the Bioproducts segment, research products gross sales of $18,726
were $429 or 2.3% above the third quarter 2005 due primarily to increased sales
of cell biology products as a result of higher pricing. Therapeutic applications
gross sales of $20,600 were $3,168 or 18.2% above the third quarter 2005 due
primarily to increased sales in cell therapy services as a result of the timing
of shipments and addition of new customers. Sales of rapid microbial detection
("RMD") products and biotherapeutic media also increased.
Bioproducts gross margins decreased to 49.2% in the third quarter 2006 from
51.7% in the third quarter 2005. If the Company had applied the new medical
allocation methodology to the third quarter 2005, gross margins would have been
52.2%. The decrease in margins is primarily due to higher production costs and
product mix partially offset by price increases and a favorable impact due to
foreign currency.
Biopharma gross sales in the third quarter 2006 of $11,615 were $3,230 or
38.5% above the third quarter of 2005 reflecting higher fees for suites and
process development revenue partially offset by lower labor fees and reimbursed
materials. Foreign currency had no impact on the Biopharma segment.
Biopharma gross margins increased to (1.4%) in the third quarter 2006 from
(25.5%) in the third quarter 2005. If the Company had applied the new medical
allocation methodology to the third quarter 2005, gross margins would have been
(23.6%). This increase primarily reflects higher revenue partially offset by
higher production costs.
Human Health gross sales in the third quarter 2006 of $62,264 were $1,878 or
3.1% above the third quarter 2005. The Human Health segment gross sales were
favorably impacted 2.7% due to foreign exchange in the third quarter of 2006
versus 2005.
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2006 VERSUS THIRD QUARTER 2005 (CONTINUED)
Within the Human Health segment, sales of active pharmaceutical ingredients
("APIs") of $50,007 were $3,792 or 8.2% above the third quarter 2005 primarily
due to higher generics sales volume partially offset by lower pricing. Sales of
pharmaceutical intermediates of $5,081 were $3,305 or 39.4% below the third
quarter 2005 primarily due to weaker demand for custom development products and
an intermediate used for treatment of end-stage kidney disease. Sales of other
Human Health products of $7,176 were $1,391 or 24.0% above the third quarter
2005 primarily due to stronger demand for x-ray media and crop protection
partially offset by lower sales of feed additives.
Human Health gross margins decreased to 32.1% in the third quarter 2006
from 33.9% in the third quarter 2005. If the Company had applied the new medical
allocation methodology to the third quarter 2005, gross margins would have been
34.1%. This decline is due to unfavorable product mix partially offset by a
favorable impact of foreign currency exchange.
Selling, general and administrative expenses ("SG&A") of $29,102 or 25.7%
of gross sales in the third quarter 2006 increased from $25,825, or 24.7% in the
third quarter 2005. If the Company had applied the new medical allocation
methodology to the third quarter 2005, SG&A expenses would have been 25.1% of
sales. The increase in expense is due primarily to higher administration
expenses related to costs associated with the strategic alternative process and
higher legal and audit fees. The impact of foreign currency exchange was
negligible.
Research and development expenses of $5,115 were 4.5% of gross sales in the
third quarter 2006, compared to $4,862 or 4.7% of gross sales in the third
quarter 2005. The increase in expense primarily reflects Cutanogen Corporation
("Cutanogen"), acquired in February 2006, related costs. The impact of foreign
currency exchange was negligible.
The Company recorded a goodwill impairment charge of $2,092 during the
third quarter of 2006 to write-off the remaining goodwill for a reporting unit
within the Human Health segment. This charge resulted from lower cash flow
projections to compute the implied fair value of goodwill as a result of current
market conditions. The facility for which the impairment was recorded was
divested in October 2006 as described in Note 14.
Operating profit in the third quarter 2006 was $2,893 compared to $6,135 in
the third quarter of 2005. The results reflect higher operating expenses
partially offset by higher gross margins as discussed above.
Net interest expense of $2,540 in the third quarter 2006 decreased $261
from the third quarter 2005 primarily reflecting lower average debt partially
offset by higher interest rates. The average interest rate was 6.1% in the third
quarter of 2006 versus 5.8% in the third quarter of 2005.
The effective tax rate for the third quarter 2006 was 1,289.0% compared to
101.4% in the third quarter 2005. The tax provision in the third quarter 2006
increased to $4,666 compared to $3,407 in the third quarter of 2005. The third
quarter of 2006 includes $1,696 of income tax expense related to the true-up of
the 2005 foreign tax provision and tax returns currently under audit.
Additionally, the results for the third quarter 2006 include larger losses
domestically and within certain foreign jurisdictions where the Company is
unable to recognize a tax benefit related to these losses within its tax
provision. The Company maintains a full valuation allowance against its
domestic, and certain foreign, net deferred tax assets and will continue to do
so until an appropriate level of profitability is sustained or tax strategies
can be developed that would
26
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2006 VERSUS THIRD QUARTER 2005 (CONTINUED)
enable the Company to conclude that it is more likely than not that a portion of
these net deferred assets would be realized. As such, improvements in domestic,
and certain foreign, pre-tax income in the future may result in these tax
benefits ultimately being realized. However, there is no assurance that such
improvements will be achieved.
Net loss in the third quarter of 2006 was $4,304, or $0.16, per diluted
share versus $48, or $0.00 per diluted share in the same period a year ago.
COMPARISON OF FIRST NINE MONTHS 2006 VERSUS FIRST NINE MONTHS 2005
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 nine
months ended September 30, 2006 and 2005.
2006 2005
---------------- ----------------
$ % $ %
-------- ----- -------- -----
Bioproducts $121,740 34.2% $113,638 34.3%
Biopharma 35,429 9.9 27,747 8.4
Human Health 199,220 55.9 189,748 57.3
-------- ----- -------- -----
Total gross sales $356,389 100.0% $331,133 100.0%
======== ===== ======== =====
The following table shows the gross profit of the Company's three segments
for the nine months ended September 30, 2006 and 2005.
2006 2005
------------------- -------------------
Gross Gross Gross Gross
Profit $ Profit % Profit $ Profit %
-------- -------- -------- --------
Bioproducts $ 63,491 52.2% $ 59,952 52.8%
Biopharma (783) (2.2) (4,800) (17.3)
Human Health 64,187 32.2 65,202 34.4
-------- --------
Total gross profit $126,895 35.6% $120,354 36.3%
======== ========
Gross sales for the first nine months of 2006 increased 7.6% to $356,389
from $331,133 in the first nine months of 2005. Sales increased in all segments.
Gross sales were unfavorably impacted 1.0% due to exchange rates reflecting a
stronger U.S. dollar in the first nine months of 2006 versus 2005.
Gross profit in the first nine months of 2006 was $126,895 compared to
$120,354 in the first nine months of 2005. Gross margin percentage decreased to
35.6% from 36.3% in the first nine months of 2005. During the second quarter of
2006 the Company reclassified certain employee medical benefit expenses from
segment cost of goods sold and operating expense to Corporate operating expenses
to better reflect actual costs incurred within the operating segments. The 2006
results include this reclassification. If the Company had applied this new
methodology to the first nine months of 2005, gross margins would have been
36.7%. The reduced gross margin percentage reflects lower margins in the Human
Health and Bioproducts segments.
27
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2006 VERSUS FIRST NINE MONTHS 2005 (CONTINUED)
During the third quarter of 2006, the Company recorded adjustments related to
prior periods, primarily within the Human Health segment, with a net effect of
decreasing pre-tax income by $85. The adjustments included $835 of expense
(principally inventory reserves) related to 2005 and prior and $750 of increased
revenues related to the first six months of 2006.
The following table shows sales by geographic area for the nine months
ended September 30, 2006 and 2005:
2006 2005
-------- --------
North America $166,351 $150,587
Europe 168,493 158,731
Asia 13,737 14,879
Other 7,808 6,936
-------- --------
Total Gross Sales $356,389 $331,133
======== ========
Bioproducts gross sales in the first nine months of 2006 of $121,740 were
$8,102 or 7.1% above the first nine months of 2005. Sales were unfavorably
impacted 0.7% due to exchange rates reflecting a stronger U.S. dollar in the
first nine months of 2006 versus 2005.
Within the Bioproducts segment, research products gross sales of $59,765
were $2,371 or 4.1% above the first nine months of 2005 due primarily to
increased sales of cell biology and molecular biology products as a result of
stronger demand, higher pricing and timing of shipments. Therapeutic
applications gross sales of $61,975 were $5,731 or 10.2% above the first nine
months of 2005 due primarily to increased sales in cell therapy services as a
result of the timing of shipments and the addition of new customers. Sales of
RMD products also increased due to strong demand and favorable pricing.
Bioproducts gross margins decreased to 52.2% in the first nine months of
2006 from 52.8% in the first nine months of 2005. If the Company had applied the
new medical allocation methodology to the first nine months of 2005, gross
margins would have been 53.2%. The decrease in margins is primarily due to
higher production costs partially offset by increased prices and a favorable
impact due to foreign currency.
Biopharma gross sales in the first nine months of 2006 of $35,429 were
$7,682 or 27.7% above the first nine months of 2005 reflecting higher fees from
suites, primarily resulting from the shipments, in the first quarter of 2006, of
all remaining inventories to a client that terminated their project due to their
unfavorable regulatory developments during clinical trials in the fourth quarter
of 2005 and the addition of new clients, reimbursed materials and process
development, partially offset by lower labor fees. Foreign currency had no
impact on the Biopharma segment.
Biopharma gross margins were (2.2%) in the first nine months of 2006
compared to (17.3%) in the first nine months of 2005. If the Company had applied
the new methodology to the first nine months of 2005, gross margins would have
been (15.5%). The increase in margins is primarily due to higher revenues
partially offset by higher production costs.
Human Health gross sales for the first nine months of 2006 of $199,220 were
$9,472 or 5.0% above the first nine months of 2005. Human Health sales were
unfavorably impacted 1.3% due to foreign exchange in the first nine months 2006
versus 2005.
28
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2006 VERSUS FIRST NINE MONTHS 2005 (CONTINUED)
Within the Human Health segment, sales of APIs of $155,070 were $8,789 or
6.0% above the first nine months of 2005 primarily due to higher sales volume
partially offset by continued price erosion. Sales of pharmaceutical
intermediates of $20,859 were $2,273 or 9.8% below the first nine months of 2005
primarily due to weaker demand for custom development products and an
intermediate used for treatment of end-stage kidney disease. Sales of other
Human Health products of $23,291 were $2,956 or 14.5% above the first nine
months of 2005 primarily due to stronger demand for x-ray media partially offset
by weaker sales of feed additives.
Human Health gross margins decreased to 32.2% in the first nine months of
2006 from 34.4% in the first nine months 2005. If the Company had applied the
new medical allocation methodology to the first nine months of 2005, gross
margins would have been 34.5%. The decrease in margins is due to continued
pricing pressures on APIs and unfavorable impact of foreign currency translation
partially offset by higher sales volume.
Selling, general and administrative expenses of $86,407 or 24.2% of gross
sales in the first nine months of 2006 increased from $77,640 or 23.4% in the
first nine months of 2005. If the Company had applied the new medical allocation
methodology to the first nine months of 2005, SG&A expenses would have been
23.8% of sales. The increase in expense is due primarily to higher
administrative expenses related to costs associated with the strategic
alternative process and higher legal fees partially offset by the impact of
foreign currency exchange.
Research and development expenses of $16,608 were 4.7% of gross sales in
the first nine months of 2006, compared to $16,601 or 5.0% of gross sales in the
first nine months of 2005. The expense primarily reflects Cutanogen in process
research and development costs partially offset by a reduction of corporate
personnel, lower labor costs and the impact of foreign currency.
The Company recorded a goodwill impairment charge of $2,092 during the
third quarter of 2006 to write-off the remaining goodwill for a reporting unit
within the Human Health segment. This charge resulted from lower cash flow
projections to compute the implied fair value of goodwill as a result of current
market conditions. The facility for which the impairment was recorded was
divested in October 2006 as described in Note 14.
Operating profit in the first nine months of 2006 was $21,788 compared to
$26,113 in the first nine months of 2005.
Net interest expense of $12,188 in the first nine months of 2006 increased
$3,906 from the first nine months of 2005. The Company incurred costs of $5,272
associated with the prepayment of Senior Notes. Excluding this charge, net
interest expense decreased $1,366 primarily reflecting lower average debt
partially offset by higher interest rates. The average interest rate was 5.7% in
the first nine months of 2006 versus 5.5% in the first nine months of 2005.
The effective tax rate for the first nine months of 2006 was 147.5%
compared to 37.4% in the first nine months of 2005. The tax provision in the
first nine months of 2006 increased to $13,998 compared to $6,637 in the first
nine months of 2005. The first nine months of 2006 includes $1,696 of income tax
expense related to the true-up of the 2005 foreign tax provision and tax returns
currently under audit. The tax rate for the first nine months of 2005 includes
the favorable settlement of a tax matter in Sweden of $3,329. Additionally, the
results for the first nine months of 2006 include larger losses domestically and
within certain foreign jurisdictions where the Company is unable to recognize a
tax benefit related to these losses within its tax provision. The Company
maintains a full valuation allowance against its domestic and certain foreign,
net deferred tax assets and will continue to do so until an appropriate level of
profitability is
29
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2006 VERSUS FIRST NINE MONTHS 2005 (CONTINUED)
sustained or tax strategies can be developed that would enable the Company to
conclude that it is more likely than not that a portion of these net deferred
assets would be realized. As such, improvements in domestic, and certain
foreign, pre-tax income in the future may result in these tax benefits
ultimately being realized. However, there is no assurance that such improvements
will be achieved.
Net loss in the first nine months of 2006 was $4,733, or $0.18, per diluted
share versus net income of $11,122, or $0.42 per diluted share in the same
period a year ago.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes--an
interpretation of FASB Statement No. 109 ("FIN 48"), which clarifies the
accounting for uncertainty in income tax positions. This Interpretation requires
that the Company recognize in the consolidated financial statements the impact
of a tax position that is more likely than not to be sustained upon examination
based on the technical merits of the position. The provisions of FIN 48 will be
effective for Cambrex at the beginning of the Company's 2007 fiscal year, with
the cumulative effect of the change in accounting principle recorded as an
adjustment to opening retained earnings. The Company is currently evaluating the
impact of adopting FIN 48 on the consolidated financial statements.
In September 2006, the FASB issued FASB Statement No. 157 "Fair Value
Measurements" ("FAS 157"). This statement defines fair value, establishes a
framework for measuring fair value in GAAP, and expands disclosures about fair
value measurements. This statement will apply whenever another standard requires
(or permits) assets or liabilities to be measured at fair value. The standard
does not expand the use of fair value to any new circumstances. FAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company is
currently evaluating the potential impact of this statement.
In September 2006, the FASB issued FASB Statement No. 158 "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106 and 132(R)" ("FAS 158") which is
effective for fiscal years ending after December 15, 2006. FAS 158 requires an
employer to recognize the overfunded or underfunded status of a defined benefit
postretirement plan as an asset or liability in the balance sheet and to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income. This statement does not impact the amounts
recognized in the income statement. FAS 158 will also require an employer to
measure the funded status of a plan as of the date of the year end balance
sheet. This measurement requirement is effective for fiscal years ending after
December 15, 2008.
Based on the Company's funded status of plan obligations disclosed in Notes
14 and 15 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2005, the estimated impact of adopting FAS 158 would have been a
reduction to December 31, 2005 comprehensive income of approximately $5,910,
with no impact to the Company's consolidated statements of operations or cash
flows. It is not expected that there will be any affect on the Company's
financing agreements as none of the current debt covenants will be impacted. As
the actual impact of adopting FAS 158 will be dependent upon the fair value of
plan assets and the amount of projected benefit obligations measured as of
December 31, 2006, the above estimated amounts may not be reflective of the
actual impact of the adoption at December 31, 2006.
30
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $11,474 in the first nine months of
2006. During the nine months ended September 30, 2006, the Company generated
cash flows from operations totaling $21,556, an increase of $1,209 versus the
same period a year ago. The increase in cash flows generated from operations in
the first nine months of 2006 versus the first nine months of 2005 is due
primarily to improved collections of accounts receivable and timing of sales
volume. Reduced build up of custom development inventory within the Human Health
segment and reduced serum inventory within the Bioproducts segment also
contributed to the increase in cash flows from operations partially offset by a
decrease in net income.
Capital expenditures from continuing operations were $26,461 in the first
nine months of 2006 as compared to $27,987 in 2005. Part of the funds in 2006
were used for cell therapy manufacturing capabilities at the Bioproducts
facility in Walkersville, MD, a new warehouse and API purification and finishing
facility in Milan, Italy and capital improvements to existing facilities.
Cash flows used in financing activities in the first nine months of 2006 of
$7,737 include net pay down of debt of $6,835 and dividends paid of $2,407
partially offset by proceeds from stock options exercised of $1,618. In the
first nine months of 2005 financing activities include a net pay down of debt of
$42,193, dividends paid of $2,376 partially offset by proceeds from stock
options exercised of $1,521.
During the first nine months of 2006 and 2005, the Company paid cash
dividends of $0.09 per share.
Management believes that existing sources of capital, together with cash
flows from operations, will be sufficient to meet foreseeable cash flow
requirements.
On October 24, 2006, the Company entered into a definitive stock purchase
agreement with Lonza Group AG for the sale of the businesses that comprise the
Bioproducts and Biopharma segments (excluding certain liabilities) for total
cash consideration of $460,000. The sale of these businesses, which is subject
to Cambrex stockholder and customary regulatory approvals, is expected to close
during the first quarter of 2007. The Company anticipates repaying outstanding
debt and assuming the arrangement of new lines of credit of $125,000 to $150,000
on favorable terms and plans to pay stockholders a special dividend of
approximately $13.50 to $14.50 per share. Upon, or shortly after, the closing of
the sale of the Bioproducts and Biopharma business units, approximately $20,000
of expense is expected to be incurred related to certain retention and
performance bonus plans and the triggering of change of control employment
agreements with certain individuals.
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under The
Securities Exchange Act of 1934, including, without limitation, statements
regarding expected performance, especially expectations with respect to sales,
research and development expenditures, earnings per share, capital expenditures,
acquisitions, divestitures, collaborations, or other expansion opportunities.
These statements may be identified by the fact that they use words such as
"expects," "anticipates," "intends," "estimates," "believes" or similar
expressions in connection with any discussion of future financial and operating
performance. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this Form 10-Q. The
forward-looking statements contained herein are based on current plans and
expectations and involve risks and uncertainties that could cause actual
outcomes and results to differ materially from current expectations including,
but not limited to, global economic trends, pharmaceutical outsourcing trends,
competitive pricing or product developments, government legislation and/or
regulations (particularly environmental issues), tax rate, interest rate,
technology, manufacturing and legal issues, changes in foreign exchange rates,
performance of minority investments, uncollectable receivables, loss on
disposition of assets, cancellation or delays in renewal of contracts, lack of
suitable raw materials or packaging materials, the possibility that the value of
the acquisition of PermaDerm cultured skin may not be realized or that our plans
to obtain a Humanitarian Device
31
FORWARD-LOOKING STATEMENTS (CONTINUED)
Exemption, completion of clinical trials and commercialization of PermaDerm
cultured skin in the United States may not be successful, the Company's ability
to receive regulatory approvals for its products, the outcome of the evaluation
of strategic alternatives, the satisfaction of conditions to closing set forth
in the stock purchase agreement with Lonza and the availability of financing on
favorable terms in order to fund the portion of the special dividend that is not
being funded from proceeds of the sale. 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.
For further details and a discussion of these and other risks and
uncertainties, investors are cautioned to review the Cambrex 2005 Annual Report
on Form 10-K, including the Forward-Looking Statement section therein, and other
filings with the U.S. Securities and Exchange Commission. The Company undertakes
no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk during
the first nine months of 2006. For a discussion of the Company's exposure to
market risk, refer to Part II, Item 7A, "Quantitative and Qualitative
Disclosures about Market Risk," contained in the Company's Annual Report on Form
10-K for the period ended December 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures
designed to provide reasonable assurance that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. Disclosure
controls are also designed to reasonably assure that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. Disclosure controls include components of
internal control over financial reporting, which consists of control processes
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with
generally accepted accounting principles in the United States.
As reported in its annual report on Form 10-K for the year ended December
31, 2005, the Company's management identified a material weakness in its
internal control over accounting for income taxes. Specifically, the Company did
not have a sufficient level of experienced personnel to enable the Company to
properly consider and apply generally accepted accounting principles to the
accounting for income taxes. Additionally, the Company did not maintain
effective controls to determine the completeness and accuracy of the components
of the income tax provision calculations and the related deferred income taxes
and income taxes payable, including the monitoring of the differences between
the tax basis and the financial reporting basis of assets and liabilities to
effectively reconcile the deferred taxes balances. As a result of this material
weakness, management concluded in its 2005 annual report on Form 10-K that the
Company's internal controls over financial reporting was not effective as of
December 31, 2005.
During the nine months ended September 30, 2006, the Company has added
experienced personnel and implemented additional controls and procedures in
order to remediate the material weakness discussed above, and it is continuing
to assess the need for additional controls, procedures and resources that may be
32
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES (CONTINUED)
required to remediate the material weakness. The Company's management, with the
participation of the Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of September 30, 2006, pursuant to
Exchange Act Rule 13a-15(e) and 15d-15(e) (the "Exchange Act"). As part of its
evaluation, management has evaluated whether the material weakness in internal
control over financial reporting continues to exist. The Company continues to
consider or implement additional controls, procedures and resources impacting
its accounting for income taxes. The Company has not completed its remediation
activities and testing of the changes in controls and procedures which it
believes are necessary to conclude that the material weaknesses have been
remediated. As a result, the Company's management has concluded that it cannot
assert that the material weakness has been effectively remediated as of
September 30, 2006. Based upon this conclusion, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures were not effective as of September 30, 2006.
The Company believes that the actions it has taken to date, including the
changes outlined below, are sufficient, such that the information contained in
this quarterly report fairly states, in all material respects, the financial
condition and results of operations of the Company for the periods presented.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
During the nine months ended September 30, 2006, management has taken the
following actions listed below to remediate the material weakness described in
the Company's annual report on Form 10-K for the year ended December 31, 2005:
- Strengthened procedures whereby the current income tax payable
account and deferred income tax asset and liability accounts are
reconciled on a regular and timely basis.
- Increased level of review and discussion of significant tax
matters and supporting documentation with senior finance
management.
- Hired a Senior Director and Director of Tax.
- Identified interim personnel to augment existing corporate tax
staff to ensure there are adequate resources to reconcile all
tax-related accounts for each reporting period.
The Company continues to identify other controls, procedures, and resources
to improve both the preparation and review of accounting for income taxes. We
expect to complete this process and implement additional procedures to address
this material weakness during the fourth quarter of 2006. We believe that, once
fully implemented, these remediation steps will be sufficient to eliminate the
material weakness described above.
There have been changes, as indicated above, in the Company's internal
control over financial reporting during the Company's most recently completed
quarter that have materially affected, or are reasonably likely to affect, the
Company's internal control over financial reporting.
33
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 1 LEGAL PROCEEDINGS
See the discussion under Part I, Item 1, Note 13 to the Consolidated
Financial Statements.
ITEM 1A RISK FACTORS
There have been no material changes to our risk factors and uncertainties
during the first nine months of 2006. For a discussion of the Risk Factors,
refer to Part I, Item 1A, "Risk Factors," contained in the Company's Annual
Report on Form 10-K for the period ended December 31, 2005.
ITEM 6. EXHIBITS
Exhibits
1. Exhibit 10.20.1 - Form of Amendment to Employment Agreement between
the registrant and its executive officers named in the Revised
Schedule of Parties to the Employment Agreement both as filed as an
Exhibit to the Annual Report on Form 10-K for the period ended
December 31, 2005.
2. Exhibit 10.43 - Stock Purchase Agreement, dated October 19, 2006, and
the Transition Services Agreement, dated October 27, 2006, between
Cambrex AB and International Chemical Investors II S.A.
3. Exhibit 31.1 - CEO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
4. Exhibit 31.2 - CFO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
5. Exhibit 32.1 - CEO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
6. Exhibit 32.2 - CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBREX CORPORATION
By /s/ Luke M. Beshar
-------------------------------------
Luke M. Beshar
Executive Vice President and
Chief Financial Officer
(On behalf of the Registrant and
as the Registrant's Principal
Financial Officer)
Dated: November 9, 2006
35