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, 2007
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, 2007, there were 28,990,075 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended September 30, 2007
Table of Contents
Page No.
--------
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of
September 30, 2007 and December 31, 2006 2
Consolidated Statements of Operations
for the three and nine months ended
September 30, 2007 and 2006 3
Consolidated Statements of Cash Flows
for the nine months ended September 30, 2007
and 2006 4
Notes to Unaudited Consolidated Financial Statements 5 - 22
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 23 - 28
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 29
Item 4. Controls and Procedures 29
Part II Other Information
Item 1. Legal Proceedings 30
Item 1A. Risk Factors 30
Item 6. Exhibits 30
Signatures 31
Part I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
SEPTEMBER 30, DECEMBER 31,
2007 2006
------------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 44,585 $ 33,746
Trade receivables, net 30,598 38,552
Inventories, net 61,881 53,893
Assets of discontinued operations -- 79,383
Prepaid expenses and other current assets 19,969 19,176
-------- --------
Total current assets 157,033 224,750
Property, plant and equipment, net 156,622 141,863
Goodwill 34,512 32,573
Assets of discontinued operations -- 202,292
Other non-current assets 7,484 4,898
-------- --------
Total assets $355,651 $606,376
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 24,780 $ 28,592
Accrued expense and other current liabilities 64,499 45,141
Liabilities of discontinued operations -- 33,401
-------- --------
Total current liabilities 89,279 107,134
Long-term debt 97,200 158,600
Deferred income tax 20,318 14,268
Liabilities of discontinued operations -- 24,208
Accrued pension and postretirement benefits 38,795 39,911
Other non-current liabilities 19,406 15,609
-------- --------
Total liabilities 264,998 359,730
Stockholders' equity:
Common stock, $.10 par value; authorized 100,000,000, issued
31,361,998 and 30,145,319 shares at respective dates 3,136 3,015
Additional paid-in capital 97,965 241,360
Retained earnings 3,767 28,860
Treasury stock, at cost, 2,385,066 and 2,446,097 shares at
respective dates (20,257) (20,832)
Accumulated other comprehensive income/(loss) 6,042 (5,757)
-------- --------
Total stockholders' equity 90,653 246,646
-------- --------
Total liabilities and stockholders' equity $355,651 $606,376
======== ========
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,
------------------ -------------------
2007 2006 2007 2006
-------- ------- -------- --------
Gross sales $54,742 $53,499 $182,820 $170,650
Allowances and rebates 227 227 1,001 897
------- ------- -------- --------
Net sales 54,515 53,272 181,819 169,753
Other revenues/(expenses) 99 218 864 (834)
------- ------- -------- --------
Net revenues 54,614 53,490 182,683 168,919
Cost of goods sold 36,093 33,238 115,829 107,142
------- ------- -------- --------
Gross profit 18,521 20,252 66,854 61,777
Operating expenses:
Selling, general and administrative expenses 10,669 14,714 36,572 42,202
Research and development expenses 3,062 2,623 8,623 8,062
Restructuring expenses 451 -- 4,034 --
Strategic alternative costs 866 202 28,560 2,232
------- ------- -------- --------
Total operating expenses 15,048 17,539 77,789 52,496
Operating profit/(loss) 3,473 2,713 (10,935) 9,281
Other expenses/(income):
Interest expense/(income), net 1,069 75 (1,341) 5,641
Other expenses, net 548 -- 930 130
------- ------- -------- --------
Income/(loss) before income taxes 1,856 2,638 (10,524) 3,510
Provision for income taxes 4,592 4,543 4,200 10,467
------- ------- -------- --------
Loss from continuing operations (2,736) (1,905) (14,724) (6,957)
Income/(loss) from discontinued operations, net
of tax 4,229 (2,399) 223,707 2,452
------- ------- -------- --------
Income/(loss) before cumulative effect of a
change in accounting principle 1,493 (4,304) 208,983 (4,505)
Cumulative effect of a change in accounting
principle -- -- -- (228)
------- ------- -------- --------
Net income/(loss) $ 1,493 $(4,304) $208,983 $ (4,733)
======= ======= ======== ========
Basic earnings per share:
Loss from continuing operations $ (0.09) $ (0.07) $ (0.52) $ (0.26)
Income/(loss) from discontinued operations, net
of tax $ 0.14 $ (0.09) $ 7.83 $ 0.09
Cumulative effect of a change in accounting
principle $ -- $ -- $ -- $ (0.01)
------- ------- -------- --------
Net income/(loss) $ 0.05 $ (0.16) $ 7.31 $ (0.18)
Diluted earnings per share:
Loss from continuing operations $ (0.09) $ (0.07) $ (0.52) $ (0.26)
Income/(loss) from discontinued operations, net
of tax $ 0.14 $ (0.09) $ 7.83 $ 0.09
Cumulative effect of a change in accounting
principle $ -- $ -- $ -- $ (0.01)
------- ------- -------- --------
Net income/(loss) $ 0.05 $ (0.16) $ 7.31 $ (0.18)
Weighted average shares outstanding:
Basic 28,934 26,752 28,575 26,718
Effect of dilutive stock based compensation -- -- -- --
------- ------- -------- --------
Diluted 28,934 26,752 28,575 26,718
Cash dividends paid per share $ 0.00 $ 0.03 $ 14.03 $ 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,
---------------------
2007 2006
--------- ---------
Cash flows from operating activities:
Net income/(loss) $ 208,983 $ (4,733)
Adjustments to reconcile net income/(loss) to cash flows:
Cumulative effect of a change in accounting principle -- 228
Depreciation and amortization 14,579 14,622
Write-off of debt origination fees 841 463
Strategic alternative and restructuring charges 17,191 --
Stock option modification 2,498 --
Stock based compensation included in net income/(loss) 2,613 1,140
Deferred income tax provision 4,722 461
Inventory reserve 2,541 2,516
Other (381) 293
Changes in assets and liabilities:
Receivables 9,332 8,181
Inventories (7,736) (12,718)
Prepaid expenses and other current assets 478 (1,063)
Accounts payable and other current liabilities (19,912) 8,820
Other non-current assets and liabilities (872) (2,334)
Discontinued operations:
Gain on sale of businesses (235,538) --
Rutherford settlement, net of tax 4,172 --
Changes in operating assets and liabilities (5,379) (11,630)
Depreciation and amortization 1,253 11,949
Other non-cash charges 106 5,361
--------- ---------
Net cash (used) in/provided by operating activities (509) 21,556
--------- ---------
Cash flows from investing activities:
Capital expenditures (15,007) (15,755)
Other investing activities 886 --
Discontinued operations:
Capital expenditures (530) (10,706)
Proceeds from sale of businesses 466,277 --
Acquired in-process research and development -- (1,392)
Other investing activities 11 (99)
--------- ---------
Net cash provided by/(used) in investing activities 451,637 (27,952)
--------- ---------
Cash flows from financing activities:
Dividends (402,333) (2,407)
Net (decrease)/increase in short-term debt (135) 313
Long-term debt activity (including current portion):
Borrowings 140,200 200,500
Repayments (201,730) (206,475)
Proceeds from stock options exercised 21,811 1,618
Other financing activities (59) (113)
Discontinued operations:
Net decrease in short-term debt -- (19)
Debt repayments (254) (1,154)
--------- ---------
Net cash used in financing activities (442,500) (7,737)
--------- ---------
Effect of exchange rate changes on cash and cash equivalents 2,211 2,616
--------- ---------
Net increase/(decrease) in cash and cash equivalents 10,839 (11,517)
Cash and cash equivalents at beginning of period 33,746 45,342
--------- ---------
Cash and cash equivalents at end of period $ 44,585 $ 33,825
========= =========
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. These interim financial statements
should be read in conjunction with the financial statements for the year ended
December 31, 2006.
The results of operations for the three and nine months ended September 30,
2007 are not necessarily indicative of the results to be expected for the full
year.
Certain reclassifications have been made to prior year amounts to conform
to the current year presentation.
In October 2006, the Company sold two businesses within the former Human
Health segment for nominal consideration. As a result of this transaction, the
Company reported a non-cash charge of $23,244 in the fourth quarter of 2006, and
all periods presented reflect the results of these businesses as discontinued
operations.
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
to Lonza for total cash consideration of $463,914, including working capital
adjustments. As a result of this transaction, the Company reported a gain of
$235,538 in the first nine months of 2007, and all periods presented reflect the
results of these businesses as discontinued operations. Refer to Note 13 for a
complete discussion on discontinued operations.
Upon the completion of the sale of the Bioproducts and Biopharma segments,
Cambrex's remaining business (formerly referred to as the Human Health segment)
focuses on providing products and services to accelerate the development and
commercialization of small molecule active pharmaceutical ingredients, advanced
intermediates and other products for branded and generic pharmaceuticals.
Cambrex has three operating segments that have been aggregated as one reportable
segment.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Accounting for Uncertainty in Income Taxes
The Company adopted Financial Accounting Standards Board ("FASB")
Interpretation No. 48, Accounting for Uncertainty in Income Taxes--an
interpretation of FASB Statement No. 109 ("FIN 48") effective January 1, 2007.
This interpretation clarified the accounting for uncertainty in income tax
positions and required the Company to 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
effect of adopting this interpretation was not material. Refer to Note 5 for
further discussion.
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Accounting for Planned Major Maintenance Activities
The Company adopted FASB Staff Position ("FSP") No. AUG AIR-1 "Accounting
for Planned Major Maintenance Activities" effective January 1, 2007. This FSP
amended certain provisions of APB Opinion No. 28 "Interim Financial Reporting".
This FSP prohibited the use of the accrue-in-advance method of accounting for
planned major maintenance activities in annual and interim reporting periods.
The adoption of this FSP had an immaterial impact on the Company's financial
position and results of operations.
(3) STOCK-BASED COMPENSATION
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, 2007 was $5.07 and $5.46, respectively. 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.
For the three months ended September 30, 2007 and 2006, the Company
recorded $180 and $94, respectively, in selling, general and administrative
expenses for stock options. In addition, the Company recorded $13 in
restructuring expenses related to stock option expense triggered by the
reduction in workforce in the third quarter of 2007. For the nine months ended
September 30, 2007 and 2006, the Company recorded $276 and $252, respectively,
in selling, general and administrative expenses for stock options. In addition,
the Company recorded $198 and $50 in strategic alternative costs and
restructuring expenses, respectively, for stock options related to the change in
control agreements and the reduction in workforce in the first nine months of
2007.
As of September 30, 2007, the total compensation cost related to unvested
stock option awards granted to employees but not yet recognized was $1,187. The
cost will be amortized on a straight-line basis over the remaining
weighted-average vesting period of 3.2 years.
In addition, for the three and nine months ended September 30, 2007, the
Company recorded $81 and $2,498, respectively, in strategic alternative costs
for expenses associated with a stock option modification due to the special
dividend paid on May 3, 2007. The modification reduced the exercise price of all
stock options outstanding as of the dividend payment date by $14.00 per share,
the amount of the special dividend. As of September 30, 2007, the total
compensation cost related to unvested stock option awards that were modified but
not yet recognized was $347. The cost will be amortized on a straight-line basis
over the remaining weighted-average vesting period of 2.8 years.
For the three months ended September 30, 2007 and 2006, the Company
recorded $211 and $284, respectively, in selling, general and administrative
expenses for restricted stock awarded to senior executives and certain
employees. In addition, the Company recorded $37 in restructuring expenses in
the third quarter of 2007 for restricted stock. For the nine months ended
September 30, 2007 and 2006, the Company recorded $474 and $637, respectively,
in selling, general and administrative expenses for restricted stock. In
addition, the Company recorded $1,443 and $172 in strategic alternative costs
and restructuring expenses, respectively, in the first nine months of 2007 for
restricted stock. As of September 30, 2007 the total compensation cost related
to unvested restricted stock granted but not yet recognized was $1,934. The cost
will be amortized on a straight-line basis over the remaining weighted-average
vesting period of 2.1 years.
6
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(3) STOCK-BASED COMPENSATION (CONTINUED)
At September 30, 2006, the Company had outstanding 150,000 fully-vested
cash-settled incentive SARs at a price of $19.30. These SARs were classified as
liability awards and, as such, were recorded at fair value until the rights were
exercised during the fourth quarter of 2006. As of September 30, 2007 the
Company did not have any SARs outstanding. For the three and nine months ended
September 30, 2006 the Company recorded ($123) and $141, respectively, in
compensation expense. 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. In addition, during the first quarter of 2006, the
Company recorded $228 in compensation expense as a cumulative effect of a change
in accounting principle in accordance with FAS 123(R).
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, 2007 2,754,893 $28.48
Granted -- --
Exercised (792,221) $21.34
Forfeited or expired (182,085) $23.55
---------
Outstanding at March 31, 2007 1,780,587 $32.16
---------
Granted 18,000 $24.58
Exercised (324,305) $13.28
Forfeited or expired (3,900) $12.90
---------
Outstanding at June 30, 2007 1,470,382 $20.00
---------
Granted 132,425 $13.75
Exercised (76,763) $ 7.99
Forfeited or expired (16,837) $19.81
---------
Outstanding at September 30, 2007 1,509,207 $20.06
=========
Exercisable at September 30, 2007 1,289,834 $21.52
On May 3, 2007, the Company paid a special dividend of $14.00 per share. As
a result, the market price of the stock declined by approximately $14.00 per
share from the prior day's close and therefore, all outstanding options were
modified to reduce the exercise price by $14.00 per share.
The aggregate intrinsic value for all stock options exercised for the three
months ended September 30, 2007 and 2006 were $287 and $8, respectively. The
aggregate intrinsic value for all stock options exercised for the first nine
months ended September 30, 2007 and 2006 were $2,839 and $566, respectively. The
aggregate intrinsic value for all stock options outstanding as of September 30,
2007 was $787. The aggregate intrinsic value for all stock options exercisable
as of September 30, 2007 was $539.
7
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 as of September 30, 2007 and
changes during the three and nine months ended September 30, 2007, are presented
below:
WEIGHTED-
AVERAGE
GRANT-
DATE
NUMBER OF FAIR
NONVESTED STOCK OPTIONS SHARES VALUE
----------------------- --------- ---------
Nonvested at January 1, 2007 236,952 $21.39
Granted -- --
Vested during period (59,463) $21.39
Forfeited (63,497) $21.39
-------
Nonvested at March 31, 2007 113,992 $21.39
-------
Granted 18,000 $24.58
Vested during period -- --
Forfeited (2,900) $ 7.39
-------
Nonvested at June 30, 2007 129,092 $ 7.84
-------
Granted 132,425 $13.75
Vested during period (41,182) $ 7.39
Forfeited (962) $ 9.70
-------
Nonvested at September 30, 2007 219,373 $11.48
=======
A summary of the Company's nonvested restricted stock as of September 30,
2007 and changes during the three and nine months ended September 30, 2007 are
presented below:
WEIGHTED-
AVERAGE
GRANT-
DATE
NUMBER OF FAIR
NONVESTED RESTRICTED STOCK SHARES VALUE
-------------------------- --------- ---------
Nonvested at January 1, 2007 165,868 $22.02
Granted 53,129 $21.69
Vested during period (51,002) $22.74
Forfeited (28,922) $21.43
-------
Nonvested at March 31, 2007 139,073 $21.75
-------
Granted -- --
Vested during period -- --
Forfeited (1,160) $21.39
-------
Nonvested at June 30, 2007 137,913 $21.75
-------
Granted 71,110 $13.75
Vested during period (7,340) $21.39
Forfeited (465) $18.35
-------
Nonvested at September 30, 2007 201,218 $18.95
=======
8
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) GOODWILL
The change in the carrying amount of goodwill for the nine months ended
September 30, 2007, is as follows:
Balance as of January 1, 2007 $32,573
Translation effect 1,939
-------
Balance as of September 30, 2007 $34,512
=======
(5) INCOME TAXES
The Company recorded tax expense of $4,592 and $4,200 in the three and nine
months ended September 30, 2007, respectively, compared to $4,543 and $10,467 in
the three and nine months ended September 30, 2006, 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 Bioproducts and Biopharma segments in the first quarter of 2007.
The Company maintains a full valuation allowance against its domestic, and
certain foreign, net deferred tax assets and will continue to do so until an
appropriate level of profitability is sustained or tax strategies can be
developed that would enable the Company to conclude that it is more likely than
not that a portion of these net deferred assets would be realized. As such,
improvements in domestic, and certain foreign, pre-tax income in the future may
result in these tax benefits ultimately being realized. However, there is no
assurance that such improvements will be achieved.
The Company has adopted the provisions of FIN 48 effective January 1, 2007.
As of January 1, 2007 the Company had reserves of approximately $2,024 for
uncertain tax positions that were accounted for in the Company's non-current
liabilities and includes estimated cumulative interest and penalties of $414.
The Company also had unrecognized tax benefits of $2,000 for certain tax
attributes which had full valuation allowances. The net effect of this is a
decrease to the gross deferred tax assets and a corresponding decrease to the
related valuation allowance with no effect to beginning retained earnings.
Consistent with prior periods, the company will recognize interest and penalties
within its income tax provision. The total unrecognized tax benefit of $4,024,
if recognized, would impact the effective tax rate.
The Company closed an audit of its consolidated U.S. operations for the
periods 2001- 2003 in the first quarter of 2007. Although not currently under
examination by the IRS, the Company is subject to examination for the years 2004
through 2006. It is also subject to exams in foreign jurisdictions for periods
as early as 2002 and forward in its significant non-U.S. jurisdictions.
The Company is also subject to audit in various states (for various years)
in which it files income tax returns. Past audits have not resulted in material
adjustments.
The Company anticipates a net decrease of approximately $200 to $300 for
unrecognized tax benefits, which would positively impact the provision for
income taxes, in the next 12 months mainly due to the expiration of a statute of
limitation period.
9
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(6) NET INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Net inventories at September 30, 2007 and December 31, 2006 consist of the
following:
September 30, December 31,
2007 2006
------------- ------------
Finished goods $27,372 $23,792
Work in process 21,392 15,540
Raw materials 9,824 11,696
Supplies 3,293 2,865
------- -------
Total $61,881 $53,893
======= =======
(7) LONG-TERM DEBT
In February 2007, proceeds from the sale of the Bioproducts and Biopharma
segments, as discussed in Note 13, were used to repay all outstanding debt under
the credit facility. Due to this repayment, $841 was recorded in interest
expense, in continuing operations, in the first quarter of 2007 related to the
acceleration of unamortized origination fees. In April 2007, the Company entered
into a $200,000 five-year Syndicated Senior Revolving Credit Facility which
expires in April 2012. The Company pays interest on this credit facility at
LIBOR plus 1.25% - 2.00% based upon certain measurements of the Company's
financial performance. The credit facility also includes financial covenants
regarding interest coverage and leverage ratios. The Company was in compliance
with all financial covenants at September 30, 2007. At September 30, 2007 there
was $97,200 outstanding under this credit facility.
(8) RESTRUCTURING CHARGES
The Company announced plans to eliminate certain employee positions at the
corporate office upon completion of the sale of the Bioproducts and Biopharma
segments. This plan included certain one-time benefits for employees terminated
and is substantially completed as of September 30, 2007. During the three months
ended September 30, 2007, the Company recognized expense of $451, consisting of
$400 which will be paid in cash and $51 for stock based compensation and other
professional fees. For the nine months ended September 30, 2007, the Company
recognized expense of $4,034, consisting of $3,807 which will be paid in cash
and $227 for stock based compensation and other professional fees. The Company
expects the total charge for the program to be approximately $4,100,
substantially all of which will be paid in cash. The Company anticipates annual
cost savings related to the elimination of all these positions to be
approximately $5,200.
The following table reflects the activity related to the severance reserve
through September 30, 2007:
2007 Activity
January 1, 2007 ----------------------- September 30, 2007
Reserve Balance Expense Cash Payments Reserve Balance
--------------- ------- ------------- ------------------
Employee termination costs $-- $3,807 $(2,307) $1,500
=== ====== ======= ======
10
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(9) STOCKHOLDERS' EQUITY
On May 3, 2007, the Company paid a special dividend of $14.00 per share to
its shareholders resulting in a reduction in stockholders' equity of $403,026.
The effect on stockholders' equity was a reduction to retained earnings of
$233,244, representing total accumulated earnings as of the date of declaration,
with the remainder representing a return of capital of $169,782. As of September
30, 2007, cash disbursements were $401,500 and $1,526 was accrued related to
dividends on unvested restricted stock. The Company also announced that it will
no longer pay a quarterly dividend.
(10) COMPREHENSIVE INCOME
The following table shows the components of comprehensive income/(loss) for
the three and nine months ended September 30, 2007 and 2006:
Three months ended Nine months ended
September 30, September 30,
------------------ ------------------
2007 2006 2007 2006
------- -------- -------- -------
Net income/(loss) $1,493 $(4,304) $208,983 $(4,733)
Foreign currency translation 8,056 (235) 11,251 13,101
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 167 (212) 122 162
Unrealized loss on available-for-sale securities -- (252) (442) (423)
Reclassification adjustment for net realized
gain on available-for-sale securities included
in net income (5) -- (675) --
Pension, net of tax 114 -- 706 --
Reclassification adjustment for loss on
disposition of business - pension, included in
net income -- -- 1,320 --
------ ------- -------- -------
Total $9,825 $(5,003) $220,782 $ 8,107
====== ======= ======== =======
During the nine months ended September 30, 2007 the Company sold three
available-for-sale securities. For purposes of computing gains or losses, cost
is identified on a specific identification basis. As of December 31, 2006 the
amount recorded in accumulated other comprehensive income ("AOCI") was a gain of
$1,117, net of tax, which was reclassed out of AOCI upon the sale of the
securities and the Company recorded a net gain of $675 to other income at the
actual sale dates. The Company also realized a gain of $483 and a loss of $1,320
for foreign currency translation and pension, respectively, related to the sale
of the Bioproducts and Biopharma segments, both recorded as part of the gain on
sale within discontinued operations.
11
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Domestic Pension Plans
The components of net periodic pension cost for the Company's domestic
plans for the three and nine months ended September 30, 2007 and 2006 are as
follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2007 2006 2007 2006
------- -------- ------- -------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 443 $ 729 $ 1,000 $ 2,187
Interest cost 900 858 2,698 2,574
Expected return on plan assets (937) (746) (2,795) (2,238)
Amortization of prior service costs 68 11 141 33
Recognized actuarial loss 52 180 156 540
Curtailments -- -- 414 --
----- ------ ------- -------
Net periodic benefit cost $ 526 $1,032 $ 1,614 $ 3,096
===== ====== ======= =======
The sale of the Bioproducts and Biopharma segments in February 2007
required the Company to recognize a curtailment charge of $337 in the three
months ended March 31, 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 and Supplemental Executive Retirement
Plan ("SERP") effective August 31, 2007. As a result, the Company was required
to recognize curtailment charges of $77 and $4 for the pension plan and SERP,
respectively, in the second quarter of 2007.
The components of net periodic benefit cost for the Company's SERP for the
three and nine months ended September 30, 2007 and 2006 are as follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2007 2006 2007 2006
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $10 $ 55 $ 53 $165
Interest cost 75 63 224 189
Amortization of prior service cost 1 1 2 3
Recognized actuarial loss 4 6 12 18
Curtailments -- -- 15 --
--- ---- ---- ----
Net periodic benefit cost $90 $125 $306 $375
=== ==== ==== ====
12
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The sale of the Bioproducts and Biopharma segments in February 2007
required the Company to recognize a curtailment charge of $11 in the first
quarter of 2007, which is recorded in discontinued operations.
International Pension Plans
The components of net periodic pension cost for the Company's international
plans for the three and nine months ended September 30, 2007 and 2006 are as
follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2007 2006 2007 2006
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $111 $128 $333 $384
Interest cost 160 128 480 384
Amortization of unrecognized net obligation -- (8) -- (24)
Recognized actuarial (gain)/loss (17) 17 (51) 51
Amortization of prior service cost (2) (1) (6) (3)
---- ---- ---- ----
Net periodic benefit cost $252 $264 $756 $792
==== ==== ==== ====
Other Postretirement Benefits
The components of net periodic postretirement benefit cost for the three
and nine months ended September 30, 2007 and 2006 are as follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2007 2006 2007 2006
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 5 $ 16 $ 15 $ 48
Interest cost 27 34 81 102
Actuarial loss recognized 16 33 50 99
Amortization of unrecornized prior service cost (39) (45) (117) (135)
---- ---- ----- -----
Net periodic benefit cost $ 9 $ 38 $ 29 $ 114
==== ==== ===== =====
13
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) 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, 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 $5,387 and
$4,862 at September 30, 2007 and December 31, 2006, respectively. The increase
in the accrual includes net adjustments to reserves of $756 and the impact of
currency of $91 partially offset by payments of $322. 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.
As a result of the sale of the Bayonne, New Jersey facility (see "Sale of
Rutherford Chemicals" section of this Note), the Company became obligated to
investigate site conditions and conduct required remediation under the New
Jersey Industrial Site Recovery Act ("ISRA"). The Company completed a
preliminary assessment of the site and submitted the preliminary assessment to
the New Jersey Department of Environmental Protection ("NJDEP"). The preliminary
assessment identified potential areas of concern based on historical operations
and sampling of such areas commenced. The Company has completed a second phase
of sampling and determined that a third phase of sampling is necessary to
determine the extent of contamination and any necessary remediation. The results
of the completed and proposed sampling, and any additional sampling deemed
necessary, will be used to develop an estimate of the Company's future liability
for remediation costs, if any. The Company submitted its plan for the third
phase of sampling to the NJDEP during the fourth quarter of 2005. The sampling
will commence upon approval of the sampling plan.
14
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) CONTINGENCIES (CONTINUED)
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 by that amount. The Company
submitted its plan for additional work to the NJDEP in April 2007. In August
2007 the NJDEP approved the Company's workplan and the additional investigation
has commenced. The results of the additional investigation may impact the
remediation plan and costs.
In March 2006, the Company received notice from the United States
Environmental Protection Agency ("USEPA") that two former operating subsidiaries
are considered PRPs at the Berry's Creek Superfund Site, Bergen County, New
Jersey. The operating companies are among many other PRPs that were listed in
the notice. Pursuant to the notice, the PRPs have been asked to perform a
remedial investigation and feasibility study of the Berry's Creek Site. The
Company has met with the other PRPs. Both operating companies joined the group
of PRPs and filed a joint response to the USEPA agreeing to jointly negotiate to
conduct or fund (along with other PRPs) an appropriate remedial investigation
and feasibility study of the Berry's Creek Site. The PRPs have engaged technical
and allocation consultants to evaluate investigation and remedial alternatives
and develop a method to allocate related costs among the PRPs. This process
continues and the Company expects to have further information which may impact
the reserves by year-end. At this time it is too early to predict the extent of
any liabilities. However, reserves have been established to cover anticipated
initial costs related to the site.
Nepera, Inc. - Maybrook and Harriman Sites
In 1987, Nepera, Inc. ("Nepera") was named a PRP along with certain prior
owners of the Maybrook Site in Hamptonburgh, New York by the USEPA in connection
with the disposition, under appropriate permits, of wastewater at that site
prior to Cambrex's acquisition of Nepera in 1986. The Maybrook Site is on the
USEPA's National Priorities List for remedial work. A prior owner of the Nepera
facility has participated with Nepera in the performance of a remedial
investigation and feasibility study for the Maybrook Site. In September 2007,
the USEPA issued the Record of Decision ("ROD") which describes the remedial
plan for the Maybrook Site. The USEPA also issued the Company and the prior
owner a Notice of Potential Liability, requesting that the recipients sign a
Consent Decree to complete the ROD and pay the USEPA certain past oversight
costs, which the Company and the prior owner are evaluating.
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.
15
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) CONTINGENCIES (CONTINUED)
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 set off against
the settlement funds.
Based on currently available information, Nepera believes that there is a
possibility that the current trust balance will not cover the remaining work to
be completed at Harriman and under the final Maybrook ROD issued in September
2007. As such the Company has established a reserve of its expected share of the
shortfall based on currently available information for the Sites. The foregoing
matters were retained by Nepera under the 2003 Purchase Agreement as well as the
settlement reached in the Rutherford matter (see "Sale of Rutherford Chemicals"
section of this Note).
The Company is involved in other matters where the range of liability is
not reasonably estimable at this time and it is not determinable when
information will become available to provide a basis for adjusting or recording
an accrual, should an accrual ultimately be required.
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 active pharmaceutical ingredients ("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
16
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) CONTINGENCIES (CONTINUED)
as a result of this settlement. In accordance with the agreement $10,815 has
been paid through September 30, 2007, with the remaining $1,600 to be paid next
year.
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 an agreement with the government as to its alleged role in
Vitamin B-3 violations from 1992 to 1995. The Canadian government claimed
similar violations. All government suits in the U.S. and Canada have been
concluded.
Nepera has been named as a defendant, along with several other companies,
in a number of private civil actions brought on behalf of alleged purchasers of
Vitamin B-3. The actions seek injunctive relief and unspecified but substantial
damages. All cases have been settled within established reserve amounts.
Settlement documents are expected to be finalized and payments are expected
to be made during the next several months. The balance of the reserves recorded
within accrued liabilities related to this matter was $1,579 as of September 30,
2007.
Sale of Rutherford Chemicals
The Company completed the sale of its Rutherford Chemicals business in
November 2003. Under the agreement for the sale ("Purchase Agreement"), the
Company provided standard representations and warranties and included various
covenants concerning the business, operations, liabilities and financial
condition of the Rutherford Chemicals business ("Rutherford Business") and
provided certain indemnities. The Company also retained certain liabilities.
Under the Purchase Agreement, the Company also retained the responsibility for
certain matters including: (i) certain existing matters including violations and
off-site liabilities; (ii) completing the on-going remediation at the New York
facility under a Record of Decision ("ROD"); and (iii) completing the obligation
to investigate site conditions and conduct required remediation under the
provisions of the ISRA. The full agreement was filed as an exhibit to the
Company's Current Report on Form 8-K filed on November 12, 2003. The Company
accrued for exposures which are deemed probable and estimable related to the
retained matters.
In April 2006, the Company received a summons and complaint (the
"Complaint") from the Buyers, which was filed in the Supreme Court of the State
of New York, County of New York. In the Complaint, the Buyers sought
indemnification, declaratory and injunctive relief for alleged (i) breaches of
various representations, warranties and covenants, related to structures,
buildings and equipment at each of the purchased facilities and, in addition,
was responsible for a related third party claim; and (ii) was obligated to
conduct certain environmental remediation at four of the five Rutherford
Business facilities. The Company denied the allegations, filed counterclaims and
has been vigorously defending the matter.
In July 2007 the Company entered into a Settlement Agreement and Release
(the "Settlement Agreement") and a related Environmental Escrow Agreement (the
"Escrow Agreement") settling litigation which had been commenced by the Buyers
by the filing of the Complaint in April 2006.
17
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) CONTINGENCIES (CONTINUED)
Under the Settlement Agreement:
- In the third quarter of 2007 (i) the Company paid the Buyers the
sum of $636 in reimbursement for past remediation expenses at the
Rutherford Business facilities; and (ii) the Buyers paid the
Company 400 British pounds (approximately $813) for
reimbursement of certain tax refunds received from United
Kingdom taxing authorities.
- The Buyers also agreed to pay to an account (the "Escrow
Account") created under the Escrow Agreement the sum of $3,149
plus interest subsequent to September 30, 2007, representing the
amount owed on a Subordinated Promissory Note issued as
consideration under the Purchase Agreement. The full amount is to
be paid in full no later than February 28, 2008 ("Final Note
Payment"). The Buyers paid $1,000 of such amount as of September
30, 2007.
- The Company also agreed to pay to the Escrow Account
approximately $4,400 within 30 days after the Buyers' Final Note
Payment.
The Escrow Account can be used only for costs arising from the remediation
of environmental contamination at the Rutherford Business facilities. The
Company has the right to object to any use of the funds in the Escrow Account
for non-remediation purposes, pursuant to an accelerated dispute resolution
process involving the parties' appointment of a Special Master.
Under the Settlement Agreement, the parties waive and extinguish all rights
under the Purchase Agreement to seek damages or any other remedy for any other
obligation contained in the Purchase Agreement as they relate to environmental
liabilities, including damages related to pre-closing ownership or operation of
the Rutherford Business facilities, compliance with environmental laws, and all
remediation at the Rutherford Business facilities, except for certain matters
which the Company specifically retained, namely (i) the off-site treatment,
storage and disposal of hazardous materials occurring before the November 10,
2003 closing of the Purchase Agreement, (ii) liability arising from the
pre-closing sales of products, (iii) the completion of on-going remediation at
the Nepera facility under a ROD, and (iv) completion of on-going remediation at
the Bayonne facility under ISRA. The Buyers, however, retain its contractual
obligation not to engage in any conduct that materially increases the Company's
costs of completing the remediation under the ROD at the Nepera facility and the
ISRA process at the Bayonne facility. The obligations specifically retained by
the Company are consistent with its remediation obligations under the Purchase
Agreement. The Company has previously accrued for exposures deemed probable and
reasonable related to any specifically retained matters.
Further, under the Settlement Agreement, the Buyers and the Company release
each other from all claims and counterclaims asserted in the litigation, with
the exception of the Company's possible claim that the Buyers' activities have
increased the Company's remediation costs at the Nepera facility, which claim
the Company will dismiss without prejudice to its right to reassert the claim in
the future. The Buyers and the Company also waive all rights and obligations
under the Purchase Agreement related to any claims for additional payments under
the Purchase Agreement, including the Company's claims for the return of tax
refunds, the payment of the Subordinated Note, and any payments under the
earn-out provision.
18
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) CONTINGENCIES (CONTINUED)
Under the Settlement Agreement, the Company indemnifies and holds harmless
the Buyers for damages related to the obligations the Company specifically
retained. The Buyers indemnify and hold harmless the Company for certain
liabilities, including without limitation those arising from the presence of
hazardous materials at any of the Rutherford Business facilities, except for the
matters specifically retained by the Company.
The foregoing description is a summary and is qualified in its entirety by
the Settlement Agreement, which is filed as an Exhibit to the Quarterly Report
on Form 10-Q for the period ending June 30, 2007.
Related to the Settlement Agreement, the Company's second quarter 2007
results include a charge of $4,007, net of tax, recorded in discontinued
operations related to 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"). 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.
As disclosed in the Company's Current Report on Form 8-K, filed on October
4, 2007, in September 2007 the Company entered into a Memorandum of
Understanding regarding the settlement of all claims in this matter. The
settlement includes a payment to class members of an amount which is well within
the policy limits of, and is expected to be paid by, the Company's insurance. As
a result, it is not expected to impact the Company's operating results. Cambrex
continues to deny liability in the matter. The settlement is subject to
preliminary and final approval by the Court and entry of an agreed upon Final
Judgment. Class members will have the opportunity to either object to the terms
of the settlement or to opt out of the class.
19
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) CONTINGENCIES (CONTINUED)
Securities and Exchange Commission ("SEC")
Since 2003, the SEC has been 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. In late June 2007, this matter
was concluded with the issuance by the SEC of a Cease and Desist Order
("Order"). There are no fines or penalties associated with the Order. Under the
Order, the Company agreed to undertake certain remedial actions including, for a
two year period following the effective date of the Order, having the Company's
outside auditor conduct an annual review of its accounting practices related to
intercompany transactions and compliance with the Order, with the results of
such review being reported to the SEC. The Company has implemented the remedial
measures and will continue the reporting and records retention obligations set
forth in the Order. This matter may be considered concluded.
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.
As disclosed in the Company's Current Report on Form 8-K, filed on August
28, 2007, 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. The Company
is awaiting the Court's briefing schedule and will file its appellate brief
early next year.
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 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
20
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) CONTINGENCIES (CONTINUED)
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 September 30, 2007.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings.
(13) DISCONTINUED OPERATIONS
In October 2006, the Company sold two businesses within the former Human
Health segment for nominal consideration. As a result of the transaction, the
Company reported a non-cash charge of $23,244 in the fourth quarter of 2006, and
all periods presented reflect the results of these businesses as discontinued
operations.
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
to Lonza for cash consideration of $463,914, including working capital
adjustments. As a result of the transaction, the Company recorded a $235,538
gain in the first nine months of 2007, and all periods presented reflect the
results of these businesses as discontinued operations.
In July 2007 the Company entered into a Settlement Agreement and a related
Escrow Agreement settling litigation which had been commenced by the purchasers
of the Rutherford Business by the filing of the Complaint in April 2006. As a
result of this settlement, the Company's second quarter 2007 results include a
charge of $4,007, net of tax, recorded in discontinued operations. In addition,
in the third quarter of 2007, the Company recorded expense of $400 for an
adjustment to an environmental reserve at a Rutherford Business site. Refer to
Note 12 for a complete discussion on these matters.
The following table reflects revenues and income/(loss) from the
discontinued operations:
Three months ended Nine months ended
September 30, September 30,
------------------ -------------------
2007 2006 2007 2006
------- -------- -------- --------
Revenues $ -- $59,706 $ 20,335 $185,739
======= ======== ======== ========
Pre-tax (loss)/income from operations
of discontinued operations $ -- $(2,276) $ 545 $ 5,983
Gain on sale of Bioproducts and
Biopharma segments (69) -- 235,538 --
Rutherford litigation settlement -- -- (4,602) --
Rutherford environmental reserve
adjustment (400) -- (400) --
------- -------- -------- --------
(Loss)/income from discontinued
operations before income taxes $ (469) $(2,276) $231,081 $ 5,983
(Benefit)/provision for income taxes (4,698) 123 7,374 3,531
------- -------- -------- --------
Income/(loss) from discontinued
operations, net of tax $ 4,229 $(2,399) $223,707 $ 2,452
======= ======== ======== ========
21
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) DISCONTINUED OPERATIONS (CONTINUED)
The following table reflects the carrying amount of the assets and
liabilities as of December 31, 2006 for the businesses that were sold in
February 2007:
December 31,
2006
------------
Assets:
Cash $ --
Accounts receivable, net 35,460
Inventories, net 40,708
Other current assets 3,215
Property, plant and equipment, net 85,162
Intangibles, net 115,562
Other assets 1,568
--------
Total assets held for sale 281,675
Liabilities:
Accounts payable and accrued
liabilities 31,965
Other current liabilities 1,436
Long-term debt 3,627
Other liabilities 20,581
--------
Total liabilities held for sale 57,609
--------
Net assets held for sale $224,066
========
(14) SUBSEQUENT EVENTS
On October 26, 2007, the Company's Charles City, Iowa facility experienced
a flash fire that damaged a contained room within an older facility and
seriously injured one employee. The Company believes it has adequate insurance
coverage to satisfy any property and worker's compensation claims after payment
of a $500 deductible. The Company, along with the appropriate authorities, has
undertaken an investigation to determine the cause of the fire and assess all
other aspects of the incident to determine if there are any further impacts to
the company.
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 third quarter of 2007
which affected reported operating profit:
- A charge of $866 recorded within operating expenses for strategic
alternative costs.
- A charge of $451 recorded within operating expenses for restructuring
costs.
RESULTS OF OPERATIONS
COMPARISON OF THIRD QUARTER 2007 VERSUS THIRD QUARTER 2006
Gross sales in the third quarter 2007 of $54,742 were $1,243 or 2.3% above
the third quarter 2006. Gross sales were favorably impacted 4.1% due to exchange
rates reflecting a weaker U.S. dollar the third quarter 2007 versus 2006.
The following table reflects sales by geographic area for the three months
ended September 30, 2007 and 2006:
2007 2006
------- -------
North America $17,951 $19,078
Europe 33,220 30,007
Asia 1,575 2,754
Other 1,996 1,660
------- -------
Total Gross Sales $54,742 $53,499
======= =======
Sales of active pharmaceutical ingredients ("APIs") of $42,200 were $955 or
2.3% above the third quarter 2006 primarily due to higher sales volume of
branded APIs and nicotine polacrilex resin (used in smoking cessation) partially
offset by lower sales volume of generic APIs for which sales were unusually high
during the third quarter 2006. Sales of pharmaceutical intermediates of $6,117
were $1,036 or 20.4% above the third quarter 2006 primarily due to stronger
demand for custom manufacturing products. Sales of other products of $6,425 were
$748 or 10.4% below the third quarter 2006 primarily due to lower demand of
x-ray media and fine chemicals.
Gross margins decreased to 33.8% in the third quarter 2007 from 37.9% in
the third quarter 2006. This decrease is primarily due to unfavorable product
mix, lower pricing and an unfavorable impact from foreign currency exchange
partially offset by higher margins for proprietary products.
Selling, general and administrative expenses of $10,669 or 19.5% of gross
sales in the third quarter 2007 decreased from $14,714, or 27.5% in the third
quarter 2006. The decrease in expense is due primarily to lower legal fees,
personnel costs due to reduced headcount at corporate and audit fees partially
offset by an unfavorable impact from foreign currency exchange.
23
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2007 VERSUS THIRD QUARTER 2006 (CONTINUED)
The Company announced plans to eliminate certain employee positions at the
corporate office upon completion of the sale of the Bioproducts and Biopharma
segments. This plan included certain one-time benefits for employees terminated
and is substantially completed as of September 30, 2007. Costs related to these
plans are recorded on the restructuring expenses line on the income statement.
The Company recognized expense of $451 during the third quarter 2007 ($4,034 for
the first nine months 2007), and expects the total restructuring charge to be
approximately $4,100, substantially all of which will be in cash. The Company
anticipates annual cost savings related to the elimination of all these
positions to be approximately $5,200.
Strategic alternative costs include costs that the Company has incurred
related to the decision to sell the Bioproducts and Biopharma segments in
February 2007. These costs are not considered part of the restructuring program
or a part of discontinued operations under current accounting guidance. As a
result of the sale of the Bioproducts and Biopharma segments, certain benefits
became payable under change of control agreements between the Company and four
of its current or former executives. Also included in strategic alternative
costs are retention bonuses; this includes amounts paid and payable to certain
current employees for continued employment, generally through September 30, 2007
and costs associated with the modification of employee stock options due to the
payment of the special dividend in connection with the divestiture. Total
strategic alternative costs for the third quarter 2007 were $866. The Company
will recognize additional expense in future quarters for the recognition of
interest as well as the potential for changes in estimates. Substantially all of
these charges will be paid in cash. The exact timing of the payments is
uncertain at this time but the majority is expected to be in 2008. Strategic
alternative costs for the third quarter 2006 of $202 consist of external advisor
costs related to divestitures.
Research and development expenses of $3,062 were 5.6% of gross sales in the
third quarter 2007, compared to $2,623 or 4.9% of gross sales in the third
quarter 2006. The increase in expense primarily reflects higher personnel costs
to invest in the growth and development of proprietary technology platforms and
depreciation expense associated with the new R&D facility in Milano. The impact
of foreign currency exchange also contributed to higher expense.
Operating profit in the third quarter 2007 was $3,473 compared to $2,713 in
the third quarter of 2006.
Net interest expense was $1,069 in the third quarter 2007 compared $75 in
the third quarter 2006. The increase is a result of allocating the majority of
the interest expense to discontinued operations in accordance with current
accounting guidance in the third quarter 2006. This increase is partially offset
by lower borrowings in the third quarter 2007. The average interest rate was
7.3% in the third quarter of 2007 versus 6.1% in the third quarter of 2006.
The effective tax rate for the third quarter 2007 was 247.4% compared to
172.2% in the third quarter 2006. The tax provision in the third quarter 2007
increased to $4,592 compared to $4,543 in the third quarter of 2006. This change
is due to the geographic mix of pre-tax earnings, as well as the recognition of
a $1,492 tax expense in continuing operations for the third quarter 2007 as a
result of the sale of the Bioproducts and Biopharma segments in the first
quarter of 2007. The Company maintains a full valuation allowance against its
domestic, and certain foreign, net deferred tax assets and will continue to do
so until an appropriate level of profitability is sustained or tax strategies
can be developed that would enable the Company to conclude that it is more
likely than not that a portion of these net deferred assets would be realized.
As such, improvements in domestic, and certain foreign, pre-tax income in the
future may result in these tax benefits ultimately being realized. However,
there is no assurance that such improvements will be achieved.
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2007 VERSUS THIRD QUARTER 2006 (CONTINUED)
Loss from continuing operations in the third quarter of 2007 was $2,736, or
$0.09 per diluted share versus $1,905, or $0.07 per diluted share in the same
period a year ago.
One customer in the three months ended September 30, 2007 and two customers
in the three months ended September 30, 2006 each account for 10% of
consolidated gross sales. One customer is a pharmaceutical company with which a
long-term sales contract is in effect that is scheduled to expire at the end of
2008. The Company has agreed in principle to extend the contract which will
result in lower profitability for sales under this arrangement in 2007 and 2008.
Formal negotiations are complete and the Company is awaiting signature of the
contract. The second customer is a distributor representing multiple customers.
The Company adopted Financial Accounting Standards Board ("FASB")
Interpretation No. 48, Accounting for Uncertainty in Income Taxes--an
interpretation of FASB Statement No. 109 ("FIN 48") effective January 1, 2007.
This interpretation clarified the accounting for uncertainty in income tax
positions and required the Company to 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
effect of adopting the interpretation was not material. Refer to Note 5 for
further discussion.
The Company adopted FASB Staff Position ("FSP") No. AUG AIR-1 "Accounting
for Planned Major Maintenance Activities" effective January 1, 2007. This FSP
amended certain provisions of APB Opinion No. 28 "Interim Financial Reporting".
This FSP prohibited the use of the accrue-in-advance method of accounting for
planned major maintenance activities in annual and interim reporting periods.
The adoption of this FSP had an immaterial impact on the Company's financial
position and results of operations.
COMPARISON OF FIRST NINE MONTHS 2007 VERSUS FIRST NINE MONTHS 2006
Gross sales in the first nine months of 2007 of $182,820 were $12,170 or
7.1% above the first nine months of 2006. Gross sales were favorably impacted
4.3% due to exchange rates reflecting a weaker U.S. dollar in the first nine
months of 2007 versus 2006.
The following table shows sales by geographic area for the nine months
ended September 30, 2007 and 2006:
2007 2006
-------- --------
North America $ 63,253 $ 62,903
Europe 107,797 97,181
Asia 6,081 5,775
Other 5,689 4,791
-------- --------
Total Gross Sales $182,820 $170,650
======== ========
Sales of APIs of $140,685 were $14,003 or 11.1% above the first nine months
of 2006 primarily due to higher sales volume of generic and branded APIs
partially offset by continued price erosion on more mature products. Sales of
pharmaceutical intermediates of $19,697 were $980 or 4.7% below the first nine
months of 2006 primarily due to weaker demand for custom development products
and an intermediate used for treatment of end-stage kidney disease. Sales of
other products of $22,438 were $853 or 3.7% below the first nine months of 2006
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2007 VERSUS FIRST NINE MONTHS 2006 (CONTINUED)
primarily due to weaker demand for x-ray media and feed additives partially
offset by stronger demand for a crop protection product.
Gross margins increased to 36.6% in the first nine months of 2007 from
36.2% in the first nine months 2006. The increase in margins is due to higher
sales volume and favorable product mix partially offset by continued pricing
pressures on APIs and an unfavorable impact from foreign currency exchange.
Selling, general and administrative expenses of $36,572 or 20.0% of gross
sales in the first nine months of 2007 decreased from $42,202 or 24.7% in the
first nine months of 2006. The decrease in expense is due primarily to lower
administrative expenses related to lower audit fees, personnel costs and
environmental costs partially offset by the impact of foreign currency exchange.
The Company announced plans to eliminate certain employee positions at the
corporate office upon completion of the sale of the Bioproducts and Biopharma
segments. This plan included certain one-time benefits for employees terminated
and is substantially completed as of September 30, 2007. Costs related to these
plans are recorded on the restructuring expenses line on the income statement.
The Company recognized expense of $4,034 during the first nine months of 2007,
and expects the total charge for the program to be approximately $4,100,
substantially all of which will be in cash. The Company anticipates annual cost
savings related to the elimination of all these positions to be approximately
$5,200.
Strategic alternative costs include costs that the Company has incurred
related to the decision to sell the Bioproducts and Biopharma segments in
February 2007. These costs are not considered part of the restructuring program
or a part of discontinued operations under current accounting guidance. As a
result of the sale of the Bioproducts and Biopharma segments, certain benefits
became payable under change of control agreements between the Company and four
of its current or former executives. Also included in strategic alternative
costs are retention bonuses; this includes amounts paid and payable to certain
current employees for continued employment, generally through September 30, 2007
and costs associated with the modification of employee stock options due to the
payment of the special dividend in connection with the divestiture. Total
strategic alternative costs for the first nine months of 2007 were $28,560. The
Company will recognize additional expense in future quarters for the recognition
of interest as well as the potential for changes in estimates. Substantially all
of these charges will be paid in cash. The exact timing of the payments is
uncertain at this time but the majority is expected to be in 2008. Strategic
alternative costs for the first nine months of 2006 totaled $2,232 consisting of
external advisor costs related to divestitures.
Research and development expenses of $8,623 were 4.7% of gross sales in the
first nine months of 2007, compared to $8,062 or 4.7% of gross sales in the
first nine months of 2006. The increase in dollars primarily represents
increased personnel costs to invest in the growth and development of proprietary
technology platforms and the impact of foreign currency translation.
Operating loss in the first nine months of 2007 was $10,935 compared to a
profit of $9,281 in the first nine months of 2006.
Net interest income was $1,341 in the first nine months of 2007 compared to
net interest expense of $5,641 in the first nine months of 2006 primarily
reflecting lower average debt partially offset by higher interest rates. Also
included in the first nine months of 2007 was the acceleration of unamortized
origination fees related to the repayment of the credit facility of $841.
Included in first nine months of 2006 is approximately $5,272 related to the
make whole payment of $4,809 and the related acceleration of $463 of unamortized
origination fees. Interest income was also higher in the first nine months of
2007 compared to 2006 due to interest earned on the proceeds from the sale of
the Bioproducts and Biopharma segments.
26
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2007 VERSUS FIRST NINE MONTHS 2006 (CONTINUED)
The average interest rate was 7.0% in the first nine months of 2007 versus 5.7%
in the first nine months of 2006.
The effective tax rate for the first nine months of 2007 was -39.9%
compared to 298.2% in the first nine months of 2006. The tax provision in the
first nine months of 2007 decreased to $4,200 compared to $10,467 in the first
nine months of 2006. This change is due to the geographic mix of pre-tax
earnings, as well as the recognition of a $6,814 tax benefit in continuing
operations for the first nine months of 2007 as a result of the sale of the
Bioproducts and Biopharma segments in the first quarter of 2007. The Company
maintains 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.
Loss from continuing operations in the first nine months of 2007 was
$14,724, or $0.52 per diluted share versus $6,957, or $0.26 per diluted share in
the same period a year ago.
Two customers each account for 10% of consolidated gross sales in the nine
months ended September 30, 2007 and 2006. One customer is a pharmaceutical
company with which a long-term sales contract is in effect that is scheduled to
expire at the end of 2008. The Company has agreed in principle to extend the
contract which will result in lower profitability for sales under this
arrangement in 2007 and 2008. Formal negotiations are complete and the Company
is awaiting signature of the contract. The second customer is a distributor
representing multiple customers.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased $10,839 in the first nine months of
2007. During the nine months ended September 30, 2007, the Company used cash
flows from operations totaling $509, a decrease of $22,065 versus the same
period a year ago. The decrease in cash flows generated from operations in the
first nine months of 2007 versus the first nine months of 2006 is due primarily
to lower accounts payable resulting from payments related to a large capital
project in Milan, Italy and accrued liabilities resulting from the pay down of
several year end accruals.
Cash flows provided by investing activities in the first nine months of
2007 of $451,637 primarily reflect proceeds from the sale of the Bioproducts and
Biopharma segments. Capital expenditures from continuing operations were $15,007
in the first nine months of 2007 as compared to $15,755 in 2006. Part of the
funds in 2007 were used for a new 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 2007 of
$442,500 include net pay down of debt of $61,665 and dividends paid of $402,333
partially offset by proceeds from stock options exercised of $21,811. In the
first nine months of 2006 financing activities include a net pay down of debt of
$5,662 and dividends paid of $2,407 partially offset by proceeds from stock
options exercised of $1,618.
The Company used the proceeds from the sale of the Bioproducts and
Biopharma segments, which closed during the first quarter of 2007, to repay
outstanding debt and in May 2007, paid a special dividend of $14.00 per share,
totaling $401,500. Approximately $94,000 was borrowed from the Company's new
five-year, $200,000 credit facility to pay the dividend. The Company also
discontinued its quarterly dividend payment and will instead allocate these cash
outlays to support its growth initiatives. During the
27
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2007 VERSUS FIRST NINE MONTHS 2006 (CONTINUED)
first nine months of 2006, the Company paid cash dividends of $0.09 per share.
In April 2007, the Board of Directors of the Company approved the
suspension of the domestic pension plans and SERP plan effective August 31,
2007.
In October 2007, the Company entered into an interest rate swap to hedge
$60,000 of its outstanding LIBOR-based debt.
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under The
Securities Exchange Act of 1934, as amended, including, without limitation,
statements regarding expected performance, especially expectations with respect
to sales, research and development expenditures, earnings per share, capital
expenditures, acquisitions, divestitures, collaborations, or other expansion
opportunities. These statements may be identified by the fact that they use
words such as "expects," "anticipates," "intends," "estimates," "believes" or
similar expressions in connection with any discussion of future financial or
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 or
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, uncollectable 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, we cannot assess the impact of each factor on the
Company's 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 and security holders are cautioned to review the
Cambrex 2006 Annual Report on Form 10-K, including the Forward-Looking Statement
section therein, and other subsequent filings with the U.S. Securities and
Exchange Commission including Current Reports on Form 8-K. The Company
undertakes no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.
28
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 2007. 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, 2006.
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 September 30, 2007. 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 September 30, 2007.
29
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 1 LEGAL PROCEEDINGS
See the discussion under Part I, Item 1, Note 12 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 2007. 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, 2006.
ITEM 6. EXHIBITS
Exhibits
1. Exhibit 31.1 -- CEO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
2. Exhibit 31.2 -- CFO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
3. Exhibit 32.1 -- CEO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
4. Exhibit 32.2 -- CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
30
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: November 2, 2007
31