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 June 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from __________ to _______________
Commission file number 1-10638
CAMBREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2476135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
(Address of principal executive offices)
(201) 804-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]. No [ ].
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ]. No [X].
As of July 31, 2008, there were 29,164,020 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended June 30, 2008
Table of Contents
Page No.
--------
Part I Financial information
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 2008 and December 31, 2007 2
Consolidated Statements of Operations
for the three and six months ended June 30, 2008 and 2007 3
Consolidated Statements of Cash Flows
for the six months ended June 30, 2008 and 2007 4
Notes to Unaudited Consolidated Financial Statements 5 - 22
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 23 - 29
Item 3. Quantitative and Qualitative Disclosures about Market Risk 30
Item 4. Controls and Procedures 30
Part II Other information
Item 1. Legal Proceedings 31
Item 1A. Risk Factors 31
Item 6. Exhibits 31
Signatures 32
Part I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
JUNE 30, DECEMBER 31,
2008 2007
----------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 24,336 $ 38,488
Trade receivables, net 37,854 45,003
Inventories, net 76,526 61,440
Prepaid expenses and other current assets 19,930 20,104
-------- --------
Total current assets 158,646 165,035
Property, plant and equipment, net 184,982 165,657
Goodwill 39,036 35,552
Other non-current assets 6,308 7,218
-------- --------
Total assets $388,972 $373,462
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 24,309 $ 26,185
Accrued expense and other current liabilities 53,374 69,702
-------- --------
Total current liabilities 77,683 95,887
Long-term debt 115,700 101,600
Deferred income tax 20,737 19,086
Accrued pension and postretirement benefits 31,613 32,104
Other non-current liabilities 20,295 22,728
-------- --------
Total liabilities 266,028 271,405
Stockholders' equity:
Common stock, $.10 par value; authorized 100,000,000, issued
31,406,778 and 31,399,700 shares at respective dates 3,140 3,140
Additional paid-in capital 99,635 98,793
Retained earnings 10,113 4,031
Treasury stock, at cost, 2,301,802 and 2,385,066 shares at
respective dates (19,674) (20,386)
Accumulated other comprehensive income 29,730 16,479
-------- --------
Total stockholders' equity 122,944 102,057
-------- --------
Total liabilities and stockholders' equity $388,972 $373,462
======== ========
See accompanying notes to unaudited consolidated financial statements.
2
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per-share data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -------------------
2008 2007 2008 2007
------- -------- -------- --------
Gross sales $66,226 $63,081 $127,932 $128,078
Allowances and rebates 553 184 944 774
------- ------- -------- --------
Net sales 65,673 62,897 126,988 127,304
Other revenues 140 (42) (185) 765
------- ------- -------- --------
Net revenues 65,813 62,855 126,803 128,069
Cost of goods sold 46,002 38,917 85,063 79,736
------- ------- -------- --------
Gross profit 19,811 23,938 41,740 48,333
Operating expenses:
Selling, general and administrative expenses 11,410 10,556 22,744 25,903
Research and development expenses 1,917 2,961 4,173 5,561
Restructuring expenses 514 1,901 1,148 3,583
Strategic alternative costs 398 4,564 575 27,694
------- ------- -------- --------
Total operating expenses 14,239 19,982 28,640 62,741
Operating profit/(loss) 5,572 3,956 13,100 (14,408)
Other expenses/(income):
Interest expense/(income), net 640 (871) 1,346 (2,410)
Other expenses/(income), net 99 401 (26) 382
------- ------- -------- --------
Income/(loss) before income taxes 4,833 4,426 11,780 (12,380)
Provision/(benefit) for income taxes 2,997 1,971 5,698 (392)
------- ------- -------- --------
Income/(loss) from continuing operations $ 1,836 $ 2,455 $ 6,082 $(11,988)
(Loss)/income from discontinued operations, net of tax -- (181) -- 219,478
------- ------- -------- --------
Net income $ 1,836 $ 2,274 $ 6,082 $207,490
======= ======= ======== ========
Basic earnings per share:
Income/(loss) from continuing operations $ 0.06 $ 0.09 $ 0.21 $ (0.42)
(Loss)/income from discontinued operations, net of tax $ -- $ (0.01) $ -- $ 7.73
------- ------- -------- --------
Net income $ 0.06 $ 0.08 $ 0.21 $ 7.31
Diluted earnings per share:
Income/(loss) from continuing operations $ 0.06 $ 0.08 $ 0.21 $ (0.42)
(Loss)/income from discontinued operations, net of tax $ -- $ 0.00 $ -- $ 7.73
------- ------- -------- --------
Net income $ 0.06 $ 0.08 $ 0.21 $ 7.31
Weighted average shares outstanding:
Basic 29,090 28,711 29,063 28,393
Effect of dilutive stock based compensation 11 238 49 --
------- ------- -------- --------
Diluted 29,101 28,949 29,112 28,393
Cash dividends paid per share $ -- $ 14.00 $ -- $ 14.03
======= ======= ======== ========
See accompanying notes to unaudited consolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
SIX MONTHS ENDED
JUNE 30,
--------------------
2008 2007
-------- ---------
Cash flows from operating activities:
Net income $ 6,082 $ 207,490
Adjustments to reconcile net income to cash flows:
Depreciation and amortization 10,432 9,645
Write-off of debt origination fees -- 841
Strategic alternative and restructuring charges 232 21,862
Stock based compensation included in net income 1,287 4,589
Deferred income tax provision 683 6,991
Allowance for doubtful accounts 86 (29)
Inventory reserve 1,476 2,165
(Loss) / gain on sale of assets (99) 235
Changes in assets and liabilities:
Trade receivables 8,844 9,041
Inventories (13,171) (7,807)
Prepaid expenses and other current assets (3,801) 692
Accounts payable and other current liabilities (21,329) (9,961)
Other non-current assets and liabilities (2,656) (599)
Discontinued operations:
Gain on sale of businesses -- (235,607)
Rutherford settlement, net of tax -- 4,007
Changes in operating assets and liabilities -- (5,310)
Other non-cash charges -- 1,359
-------- ---------
Net cash (used) in / provided by operating activities (11,934) 9,604
-------- ---------
Cash flows from investing activities:
Capital expenditures (16,460) (11,774)
Other investing activities -- (15)
Acquisition of business, net of cash (1,264) --
Discontinued operations:
Capital expenditures -- (530)
Proceeds from sale of business -- 463,914
Other investing activities -- 11
-------- ---------
Net cash (used) in / provided by investing activities (17,724) 451,606
-------- ---------
Cash flows from financing activities:
Dividends -- (402,200)
Net decrease in short-term debt (33) (135)
Long-term debt activity (including current portion):
Borrowings 39,100 127,200
Repayments (25,011) (200,222)
Proceeds from stock options exercised 18 20,947
Other financing activities (50) (59)
Discontinued operations:
Debt repayments -- (254)
-------- ---------
Net cash provided by / (used) in financing activities 14,024 (454,723)
-------- ---------
Effect of exchange rate changes on cash and cash equivalents 1,482 1,000
-------- ---------
Net (decrease) / increase in cash and cash equivalents (14,152) 7,487
Cash and cash equivalents at beginning of period 38,488 33,746
-------- ---------
Cash and cash equivalents at end of period $ 24,336 $ 41,233
======== =========
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, 2007.
The results of operations for the three and six months ended June 30, 2008
are not necessarily indicative of the results to be expected for the full year.
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
for total cash consideration of $463,914, including working capital adjustments.
As a result of this transaction, the Company reported a gain of $235,489 in 2007
and all periods presented reflect the results of these businesses as
discontinued operations. Refer to Note 12 for a more complete discussion on
discontinued operations.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Statement No. 157 "Fair Value Measurements" ("FAS 157"). This statement
defines fair value, establishes a framework for measuring fair value in GAAP,
and expands disclosures about fair value measurements. This statement will apply
whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to
any new circumstances. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Relative to FAS 157, the FASB issued FASB Staff Position 157-2,
which defers the effective date of FAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis, until fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years. The effect of adopting this pronouncement (related to financial assets
and financial liabilities) did not have a material impact on the Company's
financial position or results of operations. The Company is currently evaluating
the potential impact of this statement (related to nonfinancial assets and
nonfinancial liabilities).
Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans
The Company adopted FASB Statement No. 158 "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("FAS 158") for the year ended December
31, 2006. FAS 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as an asset or
liability in the balance sheet and to recognize changes in that funded status in
the year in which the changes occur through comprehensive income. This statement
does not impact the amounts recognized in the income statement.
FAS 158 also requires an employer to measure the funded status of a plan as
of the date of the fiscal year end balance sheet. The Company's pension plans
and postretirement benefits plan previously had a
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
September 30 measurement date. The Company will adopt this measurement
requirement effective December 31, 2008. The effect of adopting this
pronouncement will not have a material impact on the Company's financial
position or results of operations.
Fair Value Option for Financial Assets and Financial Liabilities
The Company adopted FASB Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("FAS 159") effective January 1, 2008. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings at each subsequent
reporting date. The effect of adopting this pronouncement did not have a
material impact on the Company's financial position or results of operations.
Amendment of FAS 141
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007),
"Business Combinations" ("FAS 141R"). Under FAS 141R, an acquiring entity will
be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition date fair value with limited exceptions. FAS 141R
will change the accounting treatment for certain specific items, including:
- acquisition costs will generally be expensed as incurred;
- noncontrolling interests will be valued at fair value at the
acquisition date;
- acquired contingent liabilities will be recorded at fair value at
the acquisition date and subsequently measured at either the
higher of such amount or the amount determined under existing
guidance for non-acquired contingencies;
- in-process research and development will be recorded at fair
value as an indefinite-lived intangible asset at the acquisition
date until the completion or abandonment of the associated
research and development efforts;
- restructuring costs associated with a business combination will
be generally expensed subsequent to the acquisition date; and
- changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect
income tax expense.
FAS 141R also includes a substantial number of new disclosure requirements.
FAS 141R applies prospectively to business combinations (except for income taxes
which applies to prior as well as future acquisitions) for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the
Company will adopt this statement on January 1, 2009.
6
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Amendment of FAS 133
In March 2008, the FASB issued FASB Statement No. 161 "Disclosures about
Derivative Instruments and Hedging Activities--an amendment of FASB Statement
No. 133" ("FAS 161"). This statement requires enhanced disclosures about
derivative and hedging activities and thereby improves the transparency of
financial reporting. FAS 161 encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. This statement is effective
for fiscal years beginning after November 15, 2008. The effect of adopting this
pronouncement will not have an impact on the Company's financial position or
results of operations.
(3) STOCK BASED COMPENSATION
On June 30, 2008, the Company had seven active stock-based employee
compensation plans in effect. The Company also had outstanding at June 30, 2008
restricted stock as described below.
The Company recognizes compensation costs for stock option awards to
employees based on their grant-date fair value. The value of each stock option
is estimated on the date of grant using the Black-Scholes option-pricing model.
The weighted-average fair value per share for the stock options granted to
employees during the three and six months ended June 30, 2008 was $1.88. The
weighted-average fair value per share for the stock options granted to employees
during the three and six months ended June 30, 2007 was $8.30.
FAS 123(R) "Share-Based Payment" requires companies to estimate the
expected forfeitures for all unvested awards and record compensation costs only
for those awards that are expected to vest. As of June 30, 2008, the total
compensation cost related to unvested stock option awards granted to employees
but not yet recognized was $1,067. The cost will be amortized on a straight-line
basis over the remaining weighted-average vesting period of 3.5 years.
For the three months ended June 30, 2008 and 2007, the Company recorded
$229 and $23, respectively, in selling, general and administrative expenses for
stock options, which includes $136 for the acceleration of stock options
previously awarded to the former CEO. In addition, for the three months ended
June 30, 2008 and 2007, the Company recorded $9 and $20, respectively, in
restructuring expenses for stock options related to the reduction in workforce.
For the six months ended June 30, 2008 and 2007, the Company recorded $305 and
$96, respectively, in selling, general and administrative expenses from stock
options, which includes $136 for the acceleration of stock options previously
awarded to the former CEO. In addition, for the six months ended June 30, 2008
and 2007, the Company recorded $9 and $37 in restructuring expenses for stock
options related to the reduction in workforce. The Company recorded $198, in the
first six months of 2007, in strategic alternative costs for stock options
related to the change in control agreements.
For the three and six months ended June 30, 2008, the Company recorded $26
and $53, respectively, in strategic alternative costs for expenses associated
with the stock option modification due to the special dividend paid on May 3,
2007. For the three and six months ended June 30, 2007, the Company recorded
$2,417 in strategic alternative costs for the stock option modification. The
modification reduced the exercise price of all stock options outstanding as of
the dividend payment date by $14.00 per share, the amount of the special
dividend. As of June 30, 2008, the total compensation cost related to unvested
stock option awards that were modified but not yet recognized was $220. The cost
will be amortized on a straight-line basis over the remaining weighted-average
vesting period of 2.1 years.
7
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(3) STOCK BASED COMPENSATION (CONTINUED)
For the three months ended June 30, 2008 and 2007, the Company recorded
$705 and $92, respectively, in selling, general and administrative expenses for
restricted stock awarded to Cambrex's Board of Directors, senior executives and
certain employees, which includes $461 for the acceleration of restricted stock
previously awarded to the former CEO. In addition, the Company recorded $7 in
restructuring expenses in the three months ended June 30, 2008 and $140 and $65
in strategic alternative costs and restructuring expenses, respectively, in the
three months ended June 30, 2007. For the six months ended June 30, 2008 and
2007, the Company recorded $913 and $263, respectively, in selling, general and
administrative expenses for restricted stock, which includes $461 for the
acceleration of restricted stock previously awarded to the former CEO. In
addition, the Company recorded $7 in restructuring expenses in the six months
ended June 30, 2008 and $1,443 and $135 in strategic alternative costs and
restructuring expenses, respectively, in the first six months of 2007,
primarily for the acceleration of vesting related to restricted stock per the
terms of the executive change in control agreements. As of June 30, 2008 the
total compensation cost related to unvested restricted stock granted but not
yet recognized was $1,297. The cost will be amortized on a straight-line basis
over the remaining weighted-average vesting period of 1.9 years.
The following table is a summary of the Company's stock option activity
issued to employees and related information:
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS SHARES PRICE
------------------------------ --------- --------
Outstanding at January 1, 2008 1,471,757 $20.15
Granted -- --
Exercised (2,301) $ 7.47
Forfeited or expired (142,800) $22.71
---------
Outstanding at March 31, 2008 1,326,656 $19.90
---------
Granted 262,500 $ 5.59
Exercised -- --
Forfeited or expired (37,650) $15.21
---------
Outstanding at June 30, 2008 1,551,506 $17.59
=========
Exercisable at June 30, 2008 1,157,587 $21.01
The aggregate intrinsic value for all stock options exercised for the
three and six months ended June 30, 2008 was $4. The aggregate intrinsic value
for all stock options exercised during the three and six months ended June 30,
2007 were $956 and $2,552, respectively. The aggregate intrinsic value for all
stock options outstanding as of June 30, 2008 was $114. The aggregate
intrinsic value for all stock options exercisable as of June 30, 2008 was $38.
8
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(3) STOCK BASED COMPENSATION (CONTINUED)
A summary of the Company's nonvested stock options and restricted stock as
of June 30, 2008 and changes during the three and six months ended June 30,
2008, are presented below:
NONVESTED STOCK OPTIONS NONVESTED RESTRICTED STOCK
--------------------------- ---------------------------
WEIGHTED- WEIGHTED-
NUMBER OF AVERAGE GRANT- NUMBER OF AVERAGE GRANT-
SHARES DATE FAIR VALUE SHARES DATE FAIR VALUE
--------- --------------- --------- ---------------
Nonvested at January 1, 2008 178,649 $11.34 133,901 $18.11
Granted -- -- 98,167 $ 9.47
Vested during period (375) $ 7.71 (39,954) $15.68
Forfeited (12,531) $11.44 (7,118) $16.71
------- -------
Nonvested at March 31, 2008 165,743 $11.34 184,996 $14.10
------- -------
Granted 262,500 $ 5.59 11,277 $ 6.38
Vested during period (31,188) $10.86 (49,701) $11.42
Forfeited (3,150) $11.93 (1,650) $15.97
------- -------
Nonvested at June 30, 2008 393,905 $ 7.54 144,922 $13.67
======= =======
(4) GOODWILL
The changes in the carrying amount of goodwill for the six months ended
June 30, 2008, are as follows:
Balance as of January 1, 2008 $35,552
Acquisition of business 1,440
Translation effect 2,044
-------
Balance as of June 30, 2008 $39,036
=======
(5) INCOME TAXES
The Company recorded tax expense of $2,997 and $5,698 in the three and six
months ended June 30, 2008, respectively, compared to tax expense of $1,971 and
a benefit of $392 in the three and six months ended June 30, 2007, respectively.
This change is due to the change in geographic mix of pre-tax earnings, as well
as the recognition of a tax benefit in continuing operations as a result of the
sale of the businesses that comprised the Bioproducts and Biopharma segments in
February 2007.
The Company maintains a full valuation allowance against its domestic, and
certain foreign, net deferred tax assets and will continue to do so until an
appropriate level of profitability is sustained or tax strategies can be
developed that would enable the Company to conclude that it is more likely than
not that a portion of these net deferred assets would be realized. As such,
improvements in pre-tax income in the future within these jurisdictions where
the Company maintains a valuation allowance may result in these tax benefits
ultimately being realized. However, there is no assurance that such improvements
will be achieved.
9
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(5) INCOME TAXES (CONTINUED)
The Company adopted the provisions of FASB Interpretation No. 48
"Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement
No. 109" as of January 1, 2007. As of January 1, 2008 the Company had
approximately $5,116 of unrecognized tax benefits. The total balance of
unrecognized benefits at June 30, 2008 of $4,975, if recognized, would affect
the effective tax rate. However, of this total, $2,600 related to U.S. tax
attributes may be subject to an application of a valuation allowance which would
offset the positive effect associated with the recognition of such benefits.
In the next twelve months the Company may decrease its reserve for
unrecognized tax benefits for intercompany transactions by approximately $450
mainly due to the expiration of a statute of limitation period. Additionally, it
will decrease this reserve by approximately $937 due to the expiration of a
statute of limitation period. These items would impact the income tax provision.
Gross interest and penalties of $467 related to the above unrecognized tax
benefits are not included in the balance. Consistent with prior periods, the
Company recognized interest and penalties within its income tax provision.
In 2007, the Company finalized an IRS examination for the period 2001-2003.
Although not currently under investigation by the IRS, the Company is subject to
examination for the years 2004 through 2007. It is also subject to exams in its
significant non-U.S. jurisdictions for 2003 and 2005 forward.
The Company is also subject to audits in various states for various years
in which it has filed income tax returns. Recently finalized state audits have
not resulted in material adjustments. Open years for the majority of states
where the Company files are 2004 and forward.
(6) NET INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Net inventories at June 30, 2008 and December 31, 2007 consist of the
following:
June 30, December 31,
2008 2007
-------- ------------
Finished goods $32,115 $25,646
Work in process 27,779 21,301
Raw materials 12,842 11,058
Supplies 3,790 3,435
------- -------
Total $76,526 $61,440
======= =======
(7) LONG-TERM DEBT
In February 2007, proceeds from the sale of the businesses that comprised
the Bioproducts and Biopharma segments, as discussed in Note 12, were used to
repay all outstanding debt under a prior credit facility. Due to this repayment,
$841 was recorded in interest expense in 2007 related to the acceleration of
unamortized origination fees. In April 2007, the Company entered into a $200,000
five-year Syndicated Senior Revolving Credit Facility which expires in April
2012. The Company pays interest on this credit facility at LIBOR plus 1.25% -
2.00% based upon certain measurements of the Company's total indebtedness and
financial performance. The credit facility also includes financial covenants
regarding
10
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(7) LONG-TERM DEBT (CONTINUED)
interest coverage and leverage ratios. The Company was in compliance with all
financial covenants at June 30, 2008. As of June 30, 2008 and December 31, 2007
there was $115,700 and $101,600, respectively, outstanding under this credit
facility.
(8) STRATEGIC ALTERNATIVE COSTS AND RESTRUCTURING EXPENSES
Strategic Alternative Costs
Strategic alternative costs include costs that the Company has incurred
related to the decision to sell the businesses that comprised the Bioproducts
and Biopharma segments in February 2007 and costs associated with a project
to streamline the Company's legal structure. These costs are not considered
part of the restructuring program or a part of discontinued operations under
current accounting guidance.
Strategic alternative costs for the three and six months ended June 30,
2008 were $398 and $575, respectively, primarily consisting of costs associated
with a project to streamline the Company's legal structure. Strategic
alternative costs for the three and six months ended June 30, 2007 were $4,564
and $27,694, respectively, consisting of change-in-control benefits, retention
bonuses, costs associated with the modification of employee stock options due to
the payment of the special dividend in connection with the divestiture and
external advisor costs.
Corporate Office Restructuring
The Company announced plans to eliminate approximately 30 employee
positions at the corporate office upon completion of the sale of the businesses
that comprised the Bioproducts and Biopharma segments in February 2007. This
plan included certain one-time benefits for employees terminated and was
substantially completed as of December 31, 2007. For the three months ended June
30, 2008 and 2007, the Company recognized expense of $177 and $1,901,
respectively. For the six months ended June 30, 2008 and 2007, the Company
recognized expense of $250 and $3,583, respectively. The majority of these
expenses will be paid in cash.
The following table reflects the activity related to the severance reserve
through June 30, 2008:
2008 Activity
------------------
December 31, 2007 Cash June 30, 2008
Reserve Balance Expense Payments Reserve Balance
----------------- ------- -------- ---------------
Employee termination costs $812 $233 $(776) $269
---- ---- ----- ----
$812 $233 $(776) $269
==== ==== ===== ====
11
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(8) STRATEGIC ALTERNATIVE COSTS AND RESTRUCTURING CHARGES EXPENSES (CONTINUED)
Consolidation of Domestic Research and Development Activities
In November 2007, the Company announced that it would consolidate its
United States research and development ("R&D") activities and small scale active
pharmaceutical ingredient ("API") production into its facility in Charles City,
Iowa. As a result of the consolidation, the Company's New Jersey R&D facility
was substantially closed as of December 31, 2007. Due to the closure eighteen
employee positions have been eliminated.
The restructuring reserve at December 31, 2007 consisted of the present
value of the remaining lease payments under the Company's current operating
lease at the New Jersey R&D facility (reduced by estimated sublease income) of
$998 and severance of $356. Costs related to this plan are recorded as
restructuring expenses on the income statement. The operating lease expires in
December 2010. In accordance with accounting guidance, the severance and
retention charges are being recognized ratably over the remaining service
period. For the three months ended June 30, 2008 an additional charge of $337
was recognized consisting of $285 in rent and related costs and $52 in
relocation and closure costs. For the six months ended June 30, 2008 an
additional charge of $898 was recognized and consists of $596 in rent and
related costs, severance of $115 and relocation and closure costs of $187.
Lease payments are approximately $1,400 per year. As a result of closing
this facility, cost savings going forward amount to approximately $2,100 per
year related to personnel costs which will be offset by continued lease expense.
The following table reflects the activity related to the restructuring
reserve through June 30, 2008:
2008 Activity
------------------
Decmeber 31, 2007 Cash June 30, 2008
Reserve Balance Expense Payments Reserve Balance
----------------- ------- -------- ---------------
Employee termination costs $ 356 $115 $(421) $ 50
Present value of lease payments 998 4 (189) 813
------ ---- ----- ----
$1,354 $119 $(610) $863
====== ==== ===== ====
12
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(9) COMPREHENSIVE INCOME
The following table shows the components of comprehensive income for the
three and six months ended June 30, 2008 and 2007:
Three months ended Six months ended
June 30, June 30,
------------------ ------------------
2008 2007 2008 2007
------ ------ ------- --------
Net income $1,836 $2,274 $ 6,082 $207,490
Foreign currency translation (805) 2,966 13,004 3,195
Reclassification adjustment for gain on disposition of
business on foreign currency translation included in net
income -- -- -- (483)
Unrealized gain/(loss) on hedging contracts, net of tax 1,750 (122) (18) (45)
Unrealized gain/(loss) on available-for-sale securities -- 5 -- (442)
Reclassification adjustment for net realized loss/(gain)
on available-for-sale securities included in net income -- 64 -- (670)
Pension, net of tax 133 193 265 592
Reclassification adjustment for loss on disposition of
business - pension, included in net income -- -- -- 1,320
------ ------ ------- --------
Total $2,914 $5,380 $19,333 $210,957
====== ====== ======= ========
In the six months ended June 30, 2007 the Company sold two
available-for-sale securities. For purposes of computing gains or losses, cost
is identified on a specific identification basis. The Company recorded a gain of
$670 within other income at the actual sale date.
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
all eligible employees: the Nepera Hourly Pension Plan which covers the union
employees at the previously-owned Harriman, New York plant, and the Cambrex
Pension Plan which covers all other eligible employees.
13
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The components of net periodic pension cost for the Company's domestic
plans for the three and six months ended June 30, 2008 and 2007 are as follows:
Three months
ended Six months ended
June 30, June 30,
--------------- -----------------
2008 2007 2008 2007
------- ----- ------- -------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ -- $ 222 $ -- $ 557
Interest cost 878 900 1,756 1,798
Expected return on plan assets (1,021) (937) (2,042) (1,858)
Amortization of prior service costs 109 68 218 73
Recognized actuarial loss 24 52 48 104
Curtailments -- 77 -- 414
------- ----- ------- -------
Net periodic benefit cost $ (10) $ 382 $ (20) $ 1,088
======= ===== ======= =======
The sale of the businesses that comprised the Bioproducts and Biopharma
segments in February 2007 required the Company to recognize a curtailment charge
of $337 for the pension plans in 2007 which is recorded in discontinued
operations.
In April 2007, the Board of Directors of the Company approved the
suspension of the domestic pension plans effective August 31, 2007. As a result,
the Company was required to recognize a curtailment charge of $77 in 2007. The
Company maintains a liability for the present value of all benefits earned by
plan participants through August 31, 2007.
The Company expects to contribute approximately $1,354 in cash to its two
U.S. defined-benefit pension plans in 2008.
The Company has a Supplemental Executive Retirement Plan ("SERP") for key
executives. This plan is non-qualified and unfunded.
The components of net periodic benefit cost for the Company's SERP Plan for
the three and six months ended June 30, 2008 and 2007 is as follows:
Three
months Six months
ended ended
June 30, June 30,
----------- -----------
2008 2007 2008 2007
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $-- $ 5 $ -- $ 43
Interest cost 76 75 152 149
Amortization of prior service cost -- 1 -- 1
Recognized actuarial loss 1 4 2 8
Curtailments -- 4 -- 15
--- --- ---- ----
Net periodic benefit cost $77 $89 $154 $216
=== === ==== ====
14
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The sale of the businesses that comprised the Bioproducts and Biopharma
segments in February 2007 required the Company to recognize a curtailment charge
of $11 for the SERP plan in 2007 which is recorded in discontinued operations.
In April 2007, the Board of Directors of the Company approved the
suspension of the SERP plan effective August 31, 2007. As a result, the Company
was required to recognize a curtailment charge of $4 SERP in 2007.
International Pension Plans
A foreign subsidiary of the Company maintains a pension plan for their
employees that conforms to the common practice in their respective country.
Based on local laws and customs, this plan is not funded.
The components of net periodic pension cost for the Company's international
plan for the three and six months ended June 30, 2008 and 2007 are as follows:
Three
months Six months
ended ended
June 30, June 30,
----------- -----------
2008 2007 2008 2007
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $137 $111 $274 $222
Interest cost 218 160 436 320
Recognized actuarial loss/(gain) 33 (17) 66 (34)
Amortization of prior service cost (2) (2) (4) (4)
---- ---- ---- ----
Net periodic benefit cost $386 $252 $772 $504
==== ==== ==== ====
Other Postretirement Benefits
Cambrex provides postretirement health and life insurance benefits
("postretirement benefits") to all eligible retired employees. Employees who
retire at or after age 55 with fifteen years of service are eligible to
participate in the postretirement benefit plans. Certain subsidiaries and all
employees hired after December 31, 2002 (excluding those covered by collective
bargaining) are not eligible for these benefits. The Company's responsibility
for such premiums for each plan participant is based upon years of service. Such
plans are self-insured and are not funded. Effective January 1, 2006, the
Cambrex Retiree Medical Plan no longer provides prescription coverage to
retirees or dependents age 65 or older.
15
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The components of net periodic benefit cost for the three and six months
ended June 30, 2008 and 2007 are as follows:
Three
months Six months
ended ended
June 30, June 30,
----------- -----------
2008 2007 2008 2007
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 6 $ 5 $ 12 $ 10
Interest cost 27 27 54 54
Actuarial loss recognized 14 17 28 34
Amortization of unrecognized prior service cost (39) (39) (78) (78)
---- ---- ---- ----
Net periodic benefit cost $ 8 $ 10 $ 16 $ 20
==== ==== ==== ====
(11) CONTINGENCIES
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary course
of its business activities. The Company continually assesses all known facts and
circumstances as they pertain to all legal and environmental matters and
evaluates the need for reserves and disclosures as deemed necessary based on
these facts and circumstances and as such facts and circumstances develop. These
matters, either individually or in the aggregate, could have a material adverse
effect on the Company's financial condition, operating results and cash flows in
a future reporting period.
Environmental
In connection with laws and regulations pertaining to the protection of the
environment, the Company and its subsidiaries are a party to several
environmental proceedings and remediation investigations and cleanups and, along
with other companies, have been named potentially responsible parties ("PRP")
for certain waste disposal sites ("Superfund sites"). Additionally, the Company
has retained the liability for certain environmental proceedings, associated
with the sale of 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 $6,892 and
$6,905 at June 30, 2008 and December 31, 2007, respectively. The decrease in the
accrual includes payments of $263 partially offset by an adjustment to a reserve
of $134 and the impact of currency of $116. Based upon currently available
information and analysis, the Company's current accrual represents management's
best estimate of the probable and estimable costs associated with environmental
proceedings including amounts for investigation fees where remediation costs may
not be estimable at the reporting date.
16
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
CasChem ISRA
As a result of the sale of the Bayonne, New Jersey facility, the Company
became obligated to investigate site conditions and conduct required remediation
under the New Jersey Industrial Site Recovery Act ("ISRA"). The Company
completed a preliminary assessment of the site and submitted the preliminary
assessment to the New Jersey Department of Environmental Protection ("NJDEP").
The preliminary assessment identified potential areas of concern based on
historical operations and sampling of such areas commenced. The Company has
completed a second phase of sampling and determined that a third phase of
sampling is necessary to determine the extent of contamination and any necessary
remediation. The results of the completed and proposed sampling, and any
additional sampling deemed necessary, will be used to develop an estimate of the
Company's future liability for remediation costs, if any. The Company submitted
its plan for the third phase of sampling to the NJDEP during the fourth quarter
of 2005. The sampling will commence upon approval of the sampling plan.
Cosan
The Company's Cosan subsidiary conducted manufacturing operations in
Clifton, New Jersey from 1968 until 1979. Prior to the acquisition of Cosan by
the Company, the operations were moved to another location and thereafter
Cambrex purchased the business. In 1997, Cosan entered into an Administrative
Consent Order with the NJDEP. Under the Administrative Consent Order, Cosan was
required to complete an investigation of the extent of the contamination related
to the Clifton site and conduct remediation as may be necessary. During the
third quarter of 2005, the Company completed the investigation related to the
Clifton site, which extends to adjacent properties. The results of the
investigation caused the Company to increase its related reserves by $1,300 in
2005 based on the proposed remedial action plan. The Company submitted the
results of the investigation and proposed remedial action plan to the NJDEP. In
late 2006, the NJDEP requested that an additional investigation be conducted at
the site. The Company estimated that the additional work will cost approximately
$240, and as such, increased the related reserve in the first quarter of 2007.
The Company submitted its plan for additional work to the NJDEP in April 2007.
In August 2007 the NJDEP approved the Company's work plan and the additional
investigation has commenced. As of June 30, 2008, the reserve was $1,336. The
results of the additional investigation may impact the remediation plan and
costs.
Additionally, there is a reserve of $1,003 as of June 30, 2008 for the
Cosan Carlstadt, N.J. site related to an Administrative Consent Order with the
NJDEP entered into in 1985 in connection with the acquisition of Cosan. In
September 2004, the reserve was increased based on the investigations completed
to date and the proposed Remedial Action Work Plan ("RAW") submitted to the
NJDEP for their approval. The NJDEP subsequently rejected the RAW and required
the Company to perform additional investigative work prior to approval of a new
RAW. The Company's reserves were increased to cover the additional investigative
work. The results of this additional investigative work may impact the RAW and
costs.
Berry's Creek
In March 2006, the Company received notice from the United States
Environmental Protection Agency ("USEPA") that two former operating subsidiaries
are considered PRPs at the Berry's Creek Superfund Site, Bergen County, New
Jersey. The operating companies are among many other PRPs that were listed in
the notice. Pursuant to the notice, the PRPs have been asked to perform a
remedial
17
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
investigation and feasibility study of the Berry's Creek Site. The Company has
met with the other PRPs. Both operating companies joined the group of PRPs and
filed a joint response to the USEPA agreeing to jointly negotiate to conduct or
fund (along with other PRPs) an appropriate remedial investigation and
feasibility study of the Berry's Creek Site. The PRPs have engaged technical and
allocation consultants to evaluate investigation and remedial alternatives and
develop a method to allocate related costs among the PRPs. In December 2007 the
PRPs reached a tentative agreement on the allocation of the site investigation
costs and at June 30, 2008 the Company's reserve was $511. The investigation is
expected to take several years and at this time it is too early to predict the
extent of any additional liabilities.
Nepera, Inc. - Maybrook and Harriman Sites
In 1987, Nepera, Inc. ("Nepera") was named a PRP along with certain prior
owners of the Maybrook Site in Hamptonburgh, New York by the USEPA in connection
with the disposition, under appropriate permits, of wastewater at that site
prior to Cambrex's acquisition of Nepera in 1986. The Maybrook Site is on the
USEPA's National Priorities List for remedial work. A prior owner of the Nepera
facility has participated with Nepera in the performance of a remedial
investigation and feasibility study for the Maybrook Site. In September 2007,
the USEPA issued the Record of Decision ("ROD") which describes the remedial
plan for the Maybrook Site. The USEPA also issued the Company and the prior
owner a Notice of Potential Liability and the recipients have signed a Consent
Decree to complete the ROD and pay the USEPA certain past oversight costs.
In 1987, Nepera was also named as a responsible party along with certain
prior owners of the Harriman, New York production facility by the New York State
Department of Environmental Conservation in connection with contamination at the
Harriman Site. A prior owner of the Nepera facility has participated with Nepera
in the performance of the remedial investigation and feasibility study for the
Harriman Site. In 1997, a final ROD was issued which describes the remediation
plan for the site. Nepera and the prior owner have been implementing the ROD
since 1997.
Until 1997, reserves were assessed and established based on the information
available. In November 1997, a settlement was reached between Nepera, Inc., the
former owner mentioned above, and the original owner of the Harriman operations,
pertaining to past and future costs of remediating the Maybrook and Harriman
Sites ("the Sites"). Under the terms of the settlement, the original site owner
paid approximately $13,000 to provide for past and future remediation costs at
the two sites in exchange for a release from the requirement to clean up the two
sites, and the settlement funds were placed in a trust for the benefit of
remediating the two sites on behalf of Nepera and the other former site owner.
Nepera and the prior owner were reimbursed their past costs from the trust.
Nepera had believed that the remaining funds available in the trust would be
sufficient to provide for the future remediation costs for the Sites.
Accordingly, the estimated range of liability for the Sites was offset against
the settlement funds.
Based on currently available information, Nepera believed that the current
trust balance would not cover the remaining work to be completed at Harriman and
under the final Maybrook ROD issued in September 2007. As such the Company
increased its reserve by $1,000 during 2007, which was recorded in discontinued
operations, for its expected share of the shortfall based on currently available
information. As of June 30, 2008, the reserve recorded on the books was $1,200.
The foregoing matters were retained by Nepera under the 2003 Purchase Agreement
as well as the settlement reached in the Rutherford matter.
18
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) 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 adjusting or recording
an accrual, should an accrual ultimately be required.
Solvent Recoveries Superfund Site
In 1992, the USEPA notified Humphrey Chemical Co., Inc. ("Humphrey") of its
possible involvement as one of approximately 1,300 PRPs at a Superfund site
("the site") in Southington, Connecticut, once operated by Solvent Recoveries,
Inc. Humphrey joined the PRP group, which has agreed with the USEPA to perform a
Remedial Investigation/Feasibility Study ("RIFS"). The RIFS has been completed
and the USEPA has proposed remediation of the Site. Humphrey anticipates
exposure of approximately $315 in the coming years. The Company has increased
reserves to cover Humphrey's anticipated exposure.
Litigation and Other Matters
Mylan Laboratories
In 1998 the Company and its subsidiary Profarmaco S.r.l. (currently known
as Cambrex Profarmaco Milano S.r.l.") ("Profarmaco") were named as defendants
(along with Mylan Laboratories, Inc. ("Mylan") and Gyma Laboratories of America,
Inc., ("Gyma") Profarmaco's distributor in the United States) in a proceeding
instituted by the Federal Trade Commission ("FTC") in the United States District
Court for the District of Columbia (the "District Court"). Suits were also
commenced by several State Attorneys' 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 which has been fully paid as of June 30, 2008. In exchange,
Cambrex and Profarmaco received from Mylan a release and full indemnity against
future costs or liabilities in related litigation brought by purchasers, as well
as potential future claims related to this matter.
In February 2008 the District Court, in an action brought by three health
care insurers, entered judgment after trial against Mylan, Gyma and Cambrex in
the amount of $8,355, payable jointly and severally, and also a punitive damage
award against each of Mylan, Gyma and Cambrex in the amount of $16,709. The
parties will appeal the awards. Cambrex expects any payment of the judgment
against it to be made by Mylan under the indemnity described above.
19
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
Vitamin B-3
In May 1998, Nepera, which manufactured and sold niacinamide ("Vitamin
B-3"), received a Federal Grand Jury subpoena for the production of documents
relating to the pricing and possible customer allocation with regard to that
product. In 2000, Nepera reached an agreement with the government as to its
alleged role in Vitamin B-3 violations from 1992 to 1995. The Canadian
government claimed similar violations. All government suits in the U.S. and
Canada have been concluded.
Nepera has been named as a defendant, along with several other companies,
in a number of private civil actions brought on behalf of alleged purchasers of
Vitamin B-3. The actions seek injunctive relief and unspecified but substantial
damages. All cases have been settled within established reserve amounts.
The balance of the reserves recorded within accrued liabilities related to
this matter is $1,577 as of June 30, 2008 and is sufficient to cover the
settlement.
Class Action Matter
In October 2003, the Company was notified of a securities class action
lawsuit filed against Cambrex and five former Company officers. Five class
action suits were filed with the New Jersey Federal District Court (the
"Court"). In January 2004, the Court consolidated the cases, designated the lead
plaintiff and selected counsel to represent the class. An amended complaint was
filed in March 2004. The lawsuit has been brought as a class action in the names
of purchasers of the Company's common stock from October 21, 1998 through July
25, 2003. The complaint alleges that the Company failed to disclose in a timely
fashion the January 2003 accounting restatement and subsequent SEC
investigation, as well as the loss of a significant contract at the Baltimore
facility.
The Company filed a Motion to Dismiss in May 2004. Thereafter, the
plaintiff filed a reply brief and in October 2005, the Court denied the
Company's Motion to Dismiss. The Company continues to believe that the
complaints are without merit and will vigorously defend against them. As such,
the Company has recorded no reserves related to this matter. The Company has
reached its deductible under its insurance policy and further costs, expenses
and any settlement are expected to be paid by the Company's insurers.
In late 2007 the Company entered into a Memorandum of Understanding
regarding the settlement of all claims in this matter. The settlement includes a
payment to class members of an amount which is well within the policy limits of,
and has been paid by, the Company's insurance. The settlement has received
final approval by the Court and a Final Judgment has been entered. Class
members will have the opportunity to either object to the terms of the
settlement or to opt out of the class.
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.
20
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
In August 2007 the United States District Court, Southern District of New
York, granted the Company's pending Motion for Summary Judgment in the Baltimore
Litigation. The Company's Motion had been pending since late 2006. The Sellers
have filed a notice of appeal. Management continues to believe the matter to be
without merit and continues its defense of this matter. Appellate briefs have
been exchanged and the parties are awaiting a date for oral arguments to be
scheduled.
Other
The Company has commitments incident to the ordinary course of business
including corporate guarantees of certain subsidiary obligations to the
Company's lenders related to financial assurance obligations under certain
environmental laws for remediation, closure and third party liability
requirements of certain of its subsidiaries and a former operating location;
contract provisions for indemnification protecting its customers and suppliers
against third party liability for manufacture and sale of Company products that
fail to meet product warranties and contract provisions for indemnification
protecting licensees against intellectual property infringement related to
licensed Company technology or processes.
Additionally, as permitted under Delaware law, the Company indemnifies its
officers and directors for certain events or occurrences while the officer or
director is, or was, serving at the Company's request in such capacity. The term
of the indemnification period is for the officer's or director's lifetime. The
maximum potential amount of future payments the Company could be required to
make under these indemnification agreements is unlimited; however, the Company
has a Director and Officer insurance policy that covers a portion of any
potential exposure. The Company currently believes the estimated fair value of
its indemnification agreements is not significant based on currently available
information, and as such, the Company has no liabilities recorded for these
agreements as of June 30, 2008.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings that are not considered material at this
time.
(12) DISCONTINUED OPERATIONS
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
for cash consideration of $463,914, including working capital adjustments. As a
result of the transaction, the Company recorded a gain of $235,489 in 2007 and
all periods presented reflect the results of these businesses as discontinued
operations.
21
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) DISCONTINUED OPERATIONS (CONTINUED)
The following table reflects revenues and income from the discontinued
operations:
Three months ended Six months ended
June 30, 2007 June 30, 2007
------------------ ----------------
Revenues $ -- $ 20,335
======= =========
Pre-tax income from operations of
discontinued operations $ -- $ 545
Gain on sale of Bioproducts and Biopharma
segments 3,491 235,607
Rutherford litigation settlement (4,602) (4,602)
------- ---------
(Loss)/income from discontinued operations
before income taxes $(1,111) $ 231,550
(Benefit)/provision for income taxes (930) 12,072
------- ---------
(Loss)/income from discontinued operations,
net of tax $ (181) $ 219,478
======= =========
22
CAMBREX CORPORATION AND SUBSIDIARIES
(dollars in thousands, except share data)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
EXECUTIVE OVERVIEW
The following significant events occurred during the second quarter of
2008:
- Cambrex appointed Steven M. Klosk as President and CEO.
- Sales increased 5% (-2.6% excluding foreign currency impact) compared
to second quarter 2007.
RESULTS OF OPERATIONS
COMPARISON OF SECOND QUARTER 2008 VERSUS SECOND QUARTER 2007
Gross sales in the second quarter 2008 of $66,226 were $3,145 or 5.0% above
the second quarter 2007. Gross sales were favorably impacted 7.6% due to
exchange rates reflecting a weaker U.S. dollar. Excluding the currency impact,
sales decreased 2.6% and is primarily due to lower sales of generic active
pharmaceutical ingredients ("APIs") partially offset by higher custom
manufacturing revenues. Custom development revenues were flat compared to the
prior year. Increased custom manufacturing volumes were partially offset by
lower pricing.
The following table reflects sales by geographic area for the three months
ended June 30, 2008 and 2007:
2008 2007
------- -------
North America $24,449 $22,829
Europe 37,146 36,010
Asia 3,616 2,499
Other 1,015 1,743
------- -------
Total Gross Sales $66,226 $63,081
======= =======
Gross margins decreased to 29.9% in the second quarter 2008 from 37.9% in
the second quarter 2007. This decrease is primarily due to unfavorable product
mix, lower pricing on a key gastrointestinal API and higher costs, mainly
associated with the start-up of the finishing facility at the Milan facility.
Gross margins were unfavorably impacted 1.2% due to foreign currency exchange.
Selling, general and administrative expenses of $11,410 or 17.2% of gross
sales in the second quarter 2008 increased from $10,556, or 16.7% in the second
quarter 2007. The increase in expense is due mainly to the acceleration of
restricted stock and stock options previously awarded to the former CEO and an
unfavorable impact from foreign currency exchange. Spending at the operating
sites was relatively flat, net of the impact of foreign currency.
In November 2007 the Company announced that it would consolidate its United
States research and development ("R&D") activities and small scale active
pharmaceutical ingredient ("API") production into its facility in Charles City,
Iowa. This consolidation was substantially completed at December 31, 2007. All
costs, net of expected sublease income, related to the existing operating lease
at the New Jersey R&D facility will be recorded as restructuring expenses in the
income statement. During the second quarter of 2008, the Company recorded $514
in restructuring expenses. This charge consists of $285 in rent and
23
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF SECOND QUARTER 2008 VERSUS SECOND QUARTER 2007 (CONTINUED)
related costs, and $52 in relocation and closure costs at the New Jersey R&D
facility. Also included in restructuring expenses is $177 in severance and
related costs related to the restructuring of the corporate headquarters. During
the second quarter of 2007 the Company recorded $1,901 in restructuring expenses
primarily consisting of severance and retention bonuses related to the
restructuring of the corporate headquarters.
Strategic alternative costs for the three months ended June 30, 2008 were
$398, primarily consisting of costs associated with a project to streamline
the Company's legal structure. Strategic alternative costs for the three months
ended June 30, 2007 were $4,564, consisting of change-in-control benefits,
retention bonuses, costs associated with the modification of employee stock
options due to the payment of the special dividend in connection with the
divestiture and external advisor costs.
Research and development expenses of $1,917 were 2.9% of gross sales in the
second quarter 2008, compared to $2,961 or 4.7% of gross sales in the second
quarter 2007. The decrease is primarily due to the Company's decision in 2007
to consolidate its New Jersey technical center with its R&D operations in Iowa
to create increased operating efficiencies. The Company also utilized certain
R&D personnel on custom development projects resulting in these costs being
classified as cost of goods sold.
Operating profit in the second quarter of 2008 was $5,572 compared to
$3,956 in the second quarter of 2007. The results reflect lower operating
expenses due to lower strategic alternative costs and restructuring expenses
partially offset by lower gross margins as discussed above.
Net interest expense was $640 in the second quarter of 2008 compared to net
interest income of $871 in the second quarter of 2007. These results primarily
reflect considerably higher interest income in the second quarter of 2007
compared to 2008 due to interest earned on the proceeds from the sale of the
businesses that comprised the Bioproducts and Biopharma segments. Second quarter
of 2008 results also reflect higher average debt partially offset by lower
interest rates compared to the second quarter of 2007. The average interest rate
on debt was 4.2% in the second quarter of 2008 versus 7.5% in the second quarter
of 2007.
The effective tax rate for the second quarter 2008 was 62.0% compared to
44.5% in the second quarter 2007. The tax provision in the second quarter 2008
was $2,997 compared to $1,971 in the second quarter of 2007. This change is due
to changes in the geographic mix of pre-tax earnings, as well as the recognition
of a tax benefit in continuing operations as a result of the sale of the
businesses that comprised the Bioproducts and Biopharma segments in the first
quarter of 2007. The Company maintains a full valuation allowance against its
domestic, and certain foreign, net deferred tax assets and will continue to do
so until an appropriate level of profitability is sustained or tax strategies
can be developed that would enable the Company to conclude that it is more
likely than not that a portion of these net deferred assets would be realized.
As such, improvements in pre-tax income in the future within these jurisdictions
where the Company maintains a valuation allowance may result in these tax
benefits ultimately being realized. However, there is no assurance that such
improvements will be achieved.
Income from continuing operations in the second quarter of 2008 was $1,836,
or $0.06 per diluted share, versus $2,455, or $0.08, per diluted share in the
same period a year ago.
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2008 VERSUS FIRST SIX MONTHS 2007
Gross sales for the first six months of 2008 of $127,932 were relatively
flat compared to the first six months of 2007. Gross sales were favorably
impacted 6.9% due to exchange rates reflecting a weaker U.S. dollar in the first
six months of 2008 versus 2007. Excluding the impact of foreign currency, the
main drivers were lower sales of generic APIs and lower sales of a
gastrointestinal API.
The following table shows sales by geographic area for the six months ended
June 30, 2008 and 2007:
2008 2007
-------- --------
North America $ 45,735 $ 45,302
Europe 71,882 74,577
Asia 7,187 4,506
Other 3,128 3,693
-------- --------
Total Gross Sales $127,932 $128,078
======== ========
Gross margins decreased to 32.6% in the first six months of 2008 compared
to 37.7% in the first six months of 2007. The decrease in margins is due to
unfavorable product mix, higher costs and lower pricing. Gross margins were
unfavorably impacted 1.8% due to foreign currency exchange.
Selling, general and administrative expenses of $22,744 or 17.8% of gross
sales in the first six months of 2008 decreased from $25,903 or 20.2% in the
first six months of 2007. The decrease in expense is due primarily to lower
administration expenses related to personnel costs and legal fees partially
offset by the acceleration of restricted stock and stock options previously
awarded to the former CEO and the impact of foreign currency exchange.
In November 2007 the Company announced that it would consolidate its United
States research and development ("R&D") activities and small scale active
pharmaceutical ingredient ("API") production into its facility in Charles City,
Iowa. This consolidation was substantially completed at December 31, 2007. All
costs, net of expected sublease income, related to the existing operating lease
at the New Jersey R&D facility will be recorded as restructuring expenses in the
income statement. During the first six months of 2008, the Company recorded
$1,148 in restructuring expenses. Closure costs at the New Jersey R&D facility
consists of $596 in rent and related costs, severance of $115 and relocation
and closure costs of $187. Also included in restructuring expenses is
approximately $250 in severance and related costs related to the restructuring
of the corporate office. During the first six months of 2007 the Company
recorded $3,583 in restructuring expenses primarily consisting of severance and
retention bonuses related to the restructuring of the corporate headquarters.
Strategic alternative costs for the six months ended June 30, 2008 were
$575, primarily consisting of costs associated with a project to streamline the
Company's legal structure. Strategic alternative costs for the six months ended
June 30, 2007 were $27,694, consisting of change-in-control benefits, retention
bonuses, costs associated with the modification of employee stock options due
to the payment of the special dividend in connection with the divestiture and
external advisor costs.
Research and development expenses of $4,173 or 3.3% of gross sales in the
first six months of 2008 compared to $5,561 or 4.3% of gross sales in the first
six months of 2007. The decrease is primarily due to the Company's decision in
2007 to consolidate its New Jersey technical center with its R&D operations in
Iowa to create increased operating efficiencies. The Company also utilized
certain R&D personnel on custom development projects resulting in these costs
being classified as cost of goods sold.
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2008 VERSUS FIRST SIX MONTHS 2007 (CONTINUED)
Operating profit in the first six months of 2008 was $13,100 compared to a
loss of $14,408 in the first six months of 2007. The results reflect lower
operating expenses, mainly from lower strategic alternative and restructuring
costs partially offset by lower gross margins, as discussed above.
Net interest expense was $1,346 in the first six months of 2008 compared to
net interest income of $2,410 in the first six months of 2007 primarily
reflecting higher average debt partially offset by lower interest rates. The
first six months of 2007 also includes the acceleration of unamortized
origination fees related to the repayment of the credit facility of $841.
Interest income was also considerably lower in the first six months of 2008
compared to 2007 due to interest earned on the proceeds from the sale of the
businesses that comprised the Bioproducts and Biopharma segments in 2007. The
average interest rate was 4.7% in the first six months of 2008 versus 6.8% in
the first six months of 2007.
The effective tax rate for the first six months of 2008 was 48.4% compared
to 3.2% in the first six months of 2007. The tax provision in the first six
months of 2008 was $5,698 compared to a benefit of $392 in the first six months
of 2007. This change is due to the geographic mix of pre-tax earnings, as well
as the recognition of a tax benefit in continuing operations for the first six
months of 2007 as a result of the sale of the businesses that comprised
Bioproducts and Biopharma segments in the first quarter of 2007. The Company
maintains a full valuation allowance against its domestic, and certain foreign,
net deferred tax assets and will continue to do so until an appropriate level of
profitability is sustained or tax strategies can be developed that would enable
the Company to conclude that it is more likely than not that a portion of these
net deferred assets would be realized. As such, improvements in pre-tax income
in the future within these jurisdictions where the Company maintains a valuation
allowance may result in these tax benefits ultimately being realized. However,
there is no assurance that such improvements will be achieved.
Income from continuing operations for the first six months of 2008 was
$6,082, or $0.21 per diluted share, versus a loss of $11,988, or $0.42 per
diluted share, in the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $14,152 in the first six months of
2008. During the first six months of 2008, cash used in operations was $11,934
versus cash provided by operations of $9,604 in the same period a year ago. The
decrease in cash flows from operations in the first six months of 2008 versus
the first six months of 2007 is due primarily to the pay down of several year
end accruals, including change in control payments and the Rutherford
settlement, and an increase in inventories based on expected timing of
shipments.
Cash flows used in investing activities in the first six months of 2008 of
$17,724 primarily reflects capital expenditures of $16,460 compared to $11,774
in 2007. Part of the funds in 2008 were used for a new mid-scale Pharma
manufacturing facility in Karlskoga, Sweden, an API purification facility in
Milan, Italy and capital improvements to existing facilities.
Cash flows provided by financing activities in the first six months of 2008
of $14,024 primarily represents net borrowings of $14,056. In the first six
months of 2007 financing activities include a net pay down of debt of $73,157
and dividends paid of $402,200 partially offset by proceeds from stock options
exercised of $20,947.
During the first six months of 2007, the Company paid cash dividends of
$14.03 per share.
26
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Statement No. 157 "Fair Value Measurements" ("FAS 157"). This statement
defines fair value, establishes a framework for measuring fair value in GAAP,
and expands disclosures about fair value measurements. This statement will apply
whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to
any new circumstances. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Relative to FAS 157, the FASB issued FASB Staff Position 157-2,
which defers the effective date of FAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis, until fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years. The effect of adopting this pronouncement (related to financial assets
and financial liabilities) did not have a material impact on the Company's
financial position or results of operations. The Company is currently evaluating
the potential impact of this statement (related to nonfinancial assets and
nonfinancial liabilities).
Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans
The Company adopted FASB Statement No. 158 "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("FAS 158") for the year ended December
31, 2006. FAS 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as an asset or
liability in the balance sheet and to recognize changes in that funded status in
the year in which the changes occur through comprehensive income. This statement
does not impact the amounts recognized in the income statement.
FAS 158 also requires an employer to measure the funded status of a plan as
of the date of the fiscal year end balance sheet. The Company's pension plans
and postretirement benefits plan previously had a September 30 measurement date.
The Company will adopt this measurement requirement effective December 31, 2008.
The effect of adopting this pronouncement will not have a material impact on the
Company's financial position or results of operations.
Fair Value Option for Financial Assets and Financial Liabilities
The Company adopted FASB Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("FAS 159") effective January 1, 2008. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings at each subsequent
reporting date. The effect of adopting this pronouncement did not have a
material impact on the Company's financial position or results of operations.
Amendment of FAS 141
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007),
"Business Combinations" ("FAS 141R"). Under FAS 141R, an acquiring entity will
be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition date fair value with limited exceptions. FAS 141R
will change the accounting treatment for certain specific items, including:
27
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
- acquisition costs will generally be expensed as incurred;
- noncontrolling interests will be valued at fair value at the
acquisition date;
- acquired contingent liabilities will be recorded at fair value at
the acquisition date and subsequently measured at either the
higher of such amount or the amount determined under existing
guidance for non-acquired contingencies;
- in-process research and development will be recorded at fair
value as an indefinite-lived intangible asset at the acquisition
date until the completion or abandonment of the associated
research and development efforts;
- restructuring costs associated with a business combination will
be generally expensed subsequent to the acquisition date; and
- changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect
income tax expense.
FAS 141R also includes a substantial number of new disclosure requirements.
FAS 141R applies prospectively to business combinations (except for income taxes
which applies to prior as well as future acquisitions) for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the
Company will adopt this statement on January 1, 2009.
Amendment of FAS 133
In March 2008, the FASB issued FASB Statement No. 161 "Disclosures about
Derivative Instruments and Hedging Activities--an amendment of FASB Statement
No. 133" ("FAS 161"). This statement requires enhanced disclosures about
derivative and hedging activities and thereby improves the transparency of
financial reporting. FAS 161 encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. This statement is effective
for fiscal years beginning after November 15, 2008. The effect of adopting this
pronouncement will not have an impact on the Company's financial position or
results of operations.
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under The
Securities Exchange Act of 1934, as amended, including, without limitation,
statements regarding expected performance, especially expectations with respect
to
28
sales, research and development expenditures, earnings per share, capital
expenditures, acquisitions, divestitures, collaborations, or other expansion
opportunities. These statements may be identified by the fact that they use
words such as "expects," "anticipates," "intends," "estimates," "believes" or
similar expressions are used in connection with any discussion of future
financial and operating performance. Any forward-looking statements are
qualified in their entirety by reference to the factors discussed throughout
this Form 10-Q. Any forward-looking statements contained herein are based on
current plans and expectations and involve risks and uncertainties that could
cause actual outcomes and results to differ materially from current expectations
including, but not limited to, global economic trends, pharmaceutical
outsourcing trends, competitive pricing or product developments, government
legislation and regulations (particularly environmental issues), tax rate,
interest rate, technology, manufacturing and legal issues, including the outcome
of outstanding litigation disclosed in the Company's public filings, changes in
foreign exchange rates, uncollectible receivables, loss on disposition of
assets, cancellation or delays in renewal of contracts, lack of suitable raw
materials or packaging materials, the Company's ability to receive regulatory
approvals for its products and the accuracy of the Company's current estimates
with respect to its earnings and profits for tax purposes in 2007. Any
forward-looking statement speaks only as of the date on which it is made, and
the Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.
New factors emerge from time to time and it is not possible for us to predict
which will arise. In addition, the Company cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
For further details and a discussion of these and other risks and
uncertainties, investors are cautioned to review the Cambrex 2007 Annual Report
on Form 10-K, including the Forward-Looking Statement section therein, and other
filings with the U.S. Securities and Exchange Commission. The Company undertakes
no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.
29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk during
the first six months of 2008. For a discussion of the Company's exposure to
market risk, refer to Part II, Item 7A, "Quantitative and Qualitative
Disclosures about Market Risk," contained in the Company's Annual Report on Form
10-K for the period ended December 31, 2007.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures
designed to provide reasonable assurance that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. Disclosure
controls are also designed to reasonably assure that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. Disclosure controls include components of
internal control over financial reporting, which consists of control processes
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with
generally accepted accounting principles in the United States.
We have carried out an evaluation under the supervision of, and with the
participation of, our management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of June 30, 2008. The Company's management
has concluded that the financial statements included in this Form 10-Q are a
fair presentation in all material respects the Company's financial position,
results of operations and cash flows for the periods presented in conformity
with generally accepted accounting principles.
There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and
the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting
during the quarter ended June 30, 2008.
30
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 1. LEGAL PROCEEDINGS
See the discussion under Part I, Item 1, Note 11 to the Consolidated
Financial Statements.
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors and uncertainties
during the first six months of 2008. For a discussion of the Risk Factors, refer
to Part I, Item 1A, "Risk Factors," contained in the Company's Annual Report on
Form 10-K for the period ended December 31, 2007.
ITEM 6. EXHIBITS
Exhibits
1. Exhibit 10.12 - Supplemental Executive Retirement Plan Change of Control
Amendment
2. Exhibit 10.49 - Directors' Equity Program
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.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBREX CORPORATION
By /s/ Gregory P. Sargen
-------------------------------------------
Gregory P. Sargen
Vice President and Chief Financial Officer
(On behalf of the Registrant and as the
Registrant's Principal Financial Officer)
Dated: August 6, 2008
32