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, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from __________ to __________
Commission file number 1-10638
CAMBREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2476135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
(Address of principal executive offices)
(201) 804-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]. No [ ].
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer"in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ]. No [X].
As of July 31, 2006, there were 26,847,215 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended June 30, 2006
Table of Contents
Page No.
--------
Part I Financial information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of
June 30, 2006 and December 31, 2005 2
Consolidated Statements of Operations
for the three and six months ended June 30, 2006 and 2005 3
Consolidated Statements of Cash Flows
for the six months ended June 30, 2006 and 2005 4
Notes to Unaudited Consolidated Financial Statements 5 - 21
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 22 - 30
Item 3. Quantitative and Qualitative Disclosures about Market Risk 30
Item 4. Controls and Procedures 30 - 31
Part II Other information
Item 1. Legal Proceedings 32
Item 1A. Risk Factors 32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 32
Item 4. Submission of Matters to a Vote of Security Holders 33
Item 6. Exhibits 33
Signatures 34
Part I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
June 30, December 31,
2006 2005
-------- ------------
ASSETS
Current assets:
Cash and cash equivalents ............................... $ 30,283 $ 45,932
Trade receivables, net .................................. 74,314 74,425
Inventories, net ........................................ 110,452 93,617
Prepaid expenses and other current assets ............... 15,746 15,552
-------- --------
Total current assets ................................. 230,795 229,526
Property, plant and equipment, net ......................... 240,052 229,410
Goodwill ................................................... 98,963 96,368
Other intangible assets, net ............................... 50,800 51,183
Other assets ............................................... 5,469 5,985
-------- --------
Total assets ......................................... $626,079 $612,472
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................ $ 37,790 $ 38,813
Accrued expenses and other current liabilities .......... 49,567 51,819
Short-term debt and current portion of long-term debt ... 1,782 1,514
-------- --------
Total current liabilities ............................ 89,139 92,146
Long-term debt ............................................. 186,020 186,819
Deferred tax liabilities ................................... 29,160 28,543
Other non-current liabilities .............................. 63,537 61,713
-------- --------
Total liabilities .................................... 367,856 369,221
-------- --------
Stockholders' equity:
Common stock, $.10 par value; authorized 100,000,000
issued 29,198,491 and 29,118,141 shares at
respective dates ..................................... 2,920 2,912
Additional paid-in capital .............................. 220,738 219,236
Retained earnings ....................................... 60,137 62,170
Treasury stock, at cost; 2,353,712 and 2,443,313
shares at respective dates ........................... (20,943) (20,768)
Deferred compensation ................................... -- (2,131)
Accumulated other comprehensive loss .................... (4,629) (18,168)
-------- --------
Total stockholders' equity ........................... 258,223 243,251
-------- --------
Total liabilities and stockholders' equity ........... $626,079 $612,472
======== ========
See accompanying notes to unaudited consolidated financial statements.
2
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per-share data)
Three months ended Six months ended
June 30, June 30,
------------------- --------------------
2006 2005 2006 2005
-------- -------- --------- --------
Gross sales ............................................. $123,577 $116,171 $ 243,184 $226,633
Allowances and rebates ............................... 274 1,676 1,173 2,665
-------- -------- --------- --------
Net sales ............................................... 123,303 114,495 242,011 223,968
Other revenues ....................................... 1,065 2,251 2,145 4,711
-------- -------- --------- --------
Net revenues ............................................ 124,368 116,746 244,156 228,679
Cost of goods sold ...................................... 81,595 76,476 156,463 145,147
-------- -------- --------- --------
Gross profit ............................................ 42,773 40,270 87,693 83,532
Operating expenses:
Selling, general and administrative expenses ......... 29,112 25,318 57,305 51,815
Research and development expenses .................... 5,505 5,881 11,493 11,739
-------- -------- --------- --------
Total operating expenses .......................... 34,617 31,199 68,798 63,554
Operating profit ........................................ 8,156 9,071 18,895 19,978
Other expenses:
Interest expense, net ................................ 2,295 2,751 9,648 5,481
Other expense/(income), net .......................... 94 (93) 116 97
-------- -------- --------- --------
Income before income taxes .............................. 5,767 6,413 9,131 14,400
Provision/(benefit) for income taxes ................. 4,791 (667) 9,332 3,230
-------- -------- --------- --------
Income/(loss) before cumulative effect of a
change in accounting principle ....................... $ 976 $ 7,080 $ (201) $ 11,170
Cumulative effect of a change in accounting principle ... -- -- (228) --
-------- -------- --------- --------
Net income/(loss) ....................................... $ 976 $ 7,080 $ (429) $ 11,170
======== ======== ========= ========
Basic earnings per share:
Income/(loss) before cumulative effect of a
change in accounting principle .................... $ 0.04 $ 0.27 $ (0.01) $ 0.42
Cumulative effect of a change in accounting
principle ......................................... -- -- (0.01) --
-------- -------- --------- --------
Net income/(loss) .................................... $ 0.04 $ 0.27 $ (0.02) $ 0.42
Diluted earnings per share:
Income/(loss) before cumulative effect of a
change in accounting principle .................... $ 0.04 $ 0.27 $ (0.01) $ 0.42
Cumulative effect of a change in accounting
principle ......................................... -- -- (0.01) --
-------- -------- --------- --------
Net income/(loss) .................................... $ 0.04 $ 0.27 $ (0.02) $ 0.42
Weighted average shares outstanding:
Basic ................................................ 26,741 26,402 26,701 26,373
Effect of dilutive stock based compensation .......... 50 108 -- 176
-------- -------- --------- --------
Diluted .............................................. 26,791 26,510 26,701 26,549
Cash Dividends paid per share ........................ $ 0.03 $ 0.03 $ 0.06 $ 0.06
======== ======== ========= ========
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,
--------------------
2006 2005
--------- --------
Cash flows from operating activities:
Adjustments to reconcile net (loss)/income to cash flows:
Net (loss)/income ...................................... $ (429) $ 11,170
Cumulative effect of a change in accounting principle... 228 --
Depreciation and amortization .......................... 17,405 19,886
Acquired in-process research and development ........... 1,445 --
Write-off of debt origination fees ..................... 463 --
Stock based compensation ............................... 808 (295)
Deferred income taxes .................................. (539) --
Allowance for doubtful accounts ........................ 358 1,329
Inventory reserves ..................................... 2,035 1,868
Loss on disposal of property, plant and equipment ...... 306 --
Other .................................................. (19) --
Changes in assets and liabilities:
Receivables ......................................... 2,916 (4,750)
Inventories ......................................... (14,561) (15,889)
Prepaid expenses and other current assets ........... 111 98
Accounts payable and other current liabilities ...... (5,684) (729)
Other non-current assets and liabilities ............ (855) (2,386)
--------- --------
Net cash provided by operating activities .............. 3,988 10,302
--------- --------
Cash flows from investing activities:
Capital expenditures ................................... (17,633) (18,077)
Acquired in-process research and development ........... (1,392) --
Other investing activities ............................. (65) (695)
--------- --------
Net cash used in investing activities .................. (19,090) (18,772)
--------- --------
Cash flows from financing activities:
Dividends paid ......................................... (1,604) (1,584)
Net increase in short-term debt ........................ 246 174
Long-term debt activity (including current portion):
Borrowings ......................................... 176,014 52,239
Repayments ......................................... (178,723) (78,711)
Proceeds from stock options exercised .................. 1,267 170
Other financing activities ............................. (113) (74)
--------- --------
Net cash used in financing activities ............... (2,913) (27,786)
--------- --------
Effect of exchange rate changes on cash and cash
equivalents ............................................ 2,366 (9,670)
--------- --------
Net decrease in cash and cash equivalents ................. (15,649) (45,926)
Cash and cash equivalents at beginning of period .......... 45,932 91,532
--------- --------
Cash and cash equivalents at end of period ................ $ 30,283 $ 45,606
========= ========
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, 2005.
The results of operations for the three and six months ended June 30, 2006
are not necessarily indicative of the results to be expected for the full year.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Accounting for Uncertainty in Income Taxes
In June 2006, the FASB issued FASB Interpretation No. 48 "Accounting for
Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109)" which
is effective for fiscal years beginning after December 15, 2006 with earlier
adoption encouraged. This interpretation was issued to clarify the accounting
for uncertainty in income taxes recognized in the financial statements by
prescribing a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The Company is currently evaluating the potential impact
of this interpretation.
(3) ACQUISITIONS
On February 2, 2006, the Company acquired Cutanogen Corporation
("Cutanogen") for a purchase price of $1,445 which was paid at closing with
additional purchase price payments of up to $4,800 subject to the achievement of
certain regulatory and commercial milestones. Cutanogen, formally a
biotechnology company, focuses on products used to treat patients with severe
burns. Cutanogen's product, PermaDerm(TM) cultured skin, is the first
multi-layered product that combines autologous epidermal and dermal layers of
the skin in a product for severe burns that is pliable and grows with the
patient, a particular advantage when a burn patient is a child. The Company
expensed the purchase price payment and will continue to expense all additional
payments prior to regulatory approval of the product as in-process research and
development. At acquisition, Cutanogen was a development stage company, as it
had no long-lived assets, revenues or employees. The results will be reported as
part of the Bioproducts segment.
(4) STOCK BASED COMPENSATION
The Company adopted FAS 123(R) effective January 1, 2006 using the modified
prospective transition method. Prior to January 1, 2006, the company accounted
for those plans under the recognition and measurement provisions of APB Opinion
No. 25, Accounting for Stock Issued to Employees. No stock-based employee
compensation cost associated with stock options was recognized in the financial
results for the three and six months ended June 30, 2005, as all the options
granted under those plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. The first six months of 2006 do
not include compensation cost for options granted prior to January 1, 2006 as
all options outstanding prior to
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) STOCK BASED COMPENSATION (CONTINUED)
January 1, 2006 were fully vested as of December 31, 2005. On June 30, 2006, the
Company had seven active stock-based employee compensation plans in effect. The
Company also had outstanding at June 30, 2006 SARs and restricted stock as
described below.
Beginning January 1, 2006, 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, 2006
was $7.73 and $8.02, respectively.
Stock option values were estimated using a 0.55% dividend yield, expected
volatility of 38.28% and a risk-free interest rate of 4.79%. The Company's stock
options are not publicly traded, therefore, expected volatilities are based on
historical volatility of the Company's stock. The risk-free interest rate is
based on the yield of a zero-coupon U.S. Treasury bond whose maturity period
approximates the option's expected term. The expected term of 4.75 years was
utilized based on Staff Accounting Bulletin No. 107, "Share-Based Payment"
"simplified" method for determining the expected term of stock options.
Assumptions used in estimating the fair value of stock options granted in the
first six months of 2006 are consistent with the assumptions used prior to the
adoption of FAS 123(R) with the exception of the expected life. As a result of
using the "simplified" method, the expected life was shortened by 1.25 years.
FAS 123(R) requires companies to estimate the expected forfeitures for all
unvested awards and record compensation costs only for those awards that are
expected to vest. As of June 30, 2006, the total compensation cost related to
unvested stock option awards granted to employees but not yet recognized was
immaterial. The cost will be amortized on a straight-line basis over the
remaining weighted average vesting period of 3.7 years.
The amount of stock based compensation costs related to stock options
recorded in the three and six months ended June 30, 2006 were $157 and $158,
respectively. Earnings per share changed by $0.01 for the three and six months
ended June 30, 2006 as a result of adopting FAS 123(R) on January 1, 2006.
Cambrex senior executives participate in a long-term incentive plan which
rewards achievement of long-term strategic goals with restricted stock units.
Awards are made annually to key executives and vest in one-third increments on
the first, second and third anniversaries of the grant. On the third anniversary
of the grant, restrictions on sale or transfer are removed and shares are issued
to executives. In the event of termination of employment or retirement, the
participant is entitled to the vested portion of the restricted stock units and
forfeits the remaining amount; the three-year sale and transfer restriction
remains in place. In the event of death or permanent disability, all shares vest
and the deferred sales restriction lapses. These awards are classified as equity
awards as defined in FAS 123(R). Historically, only senior executives
participated in this plan. As of January 1, 2006, certain other employees are
eligible to receive restricted stock as part of a redesigned stock-based
compensation plan. For the three and six months ended June 30, 2006, the Company
recorded $227 and $386 respectively, in compensation expense for this plan. For
the three and six months ended June 30, 2005, the Company recorded $480 and
$875, respectively, in compensation expense for this plan. As of June 30, 2006,
the total compensation cost related to unvested restricted stock granted but not
yet recognized was $1,643. The cost will be amortized on a straight-line basis
over the remaining vesting period.
At June 30, 2006, the Company has outstanding 150,000 fully-vested
cash-settled incentive SARs at a price of $19.30. These SARs are classified as
liability awards and, as such, will be recorded at fair value until the rights
are exercised or expire with the amount being recorded as compensation expense
or benefit in the
6
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) STOCK BASED COMPENSATION (CONTINUED)
applicable period. Fair market value was estimated using a 0.58% dividend yield,
expected volatility of 38.74% and a risk-free rate of 5.16%. For the three and
six months ended June 30, 2006 the Company recorded, at fair market value, $46
and $264, respectively, in compensation expense. For the three and six months
ended June 30, 2005 the Company recorded, at intrinsic value, $300 and $1,170,
respectively, in compensation benefit. The Company recorded $228 in compensation
expense as a cumulative effect of a change in accounting principle in accordance
with FAS 123(R). Under FAS 123(R), the Company is required to measure the SARs
at fair market value. Prior to adopting FAS 123(R), the SARs were measured at
the intrinsic value.
The following table is a summary of the Company's stock option activity
issued to employees and related information:
WEIGHTED-
WEIGHTED- AVERAGE
AVERAGE REMAINING
NUMBER OF EXERCISE CONTRACTUAL
OPTIONS SHARES PRICE TERM
------- --------- --------- -----------
Outstanding at January 1, 2006 4,021,247 $26.60 4.63
Granted 2,250 $21.71
Exercised (79,600) $14.48
Forfeited or expired (56,033) $22.96
---------
Outstanding at March 31, 2006 3,887,864 $26.90 4.41
---------
Granted 1,000 $20.28
Exercised (26,438) $15.17
Forfeited or expired (206,362) $32.15
---------
Outstanding at June 30, 2006 3,656,064 $26.68 4.24
=========
Exercisable at June 30, 2006 3,652,814 $26.69 4.24
The aggregate intrinsic value for all stock options exercised during the
three and six months of 2006 were $129 and $564, respectively. The aggregate
intrinsic value for all stock options exercised during the three and six months
of 2005 were $66 and $84, respectively.
A summary of the Company's nonvested restricted stock as of June 30, 2006
and changes during the three and six months ended June 30, 2006 is presented
below:
WEIGHTED-
NUMBER OF AVERAGE GRANT-
NONVESTED RESTRICTED STOCK SHARES DATE FAIR VALUE
-------------------------- --------- ---------------
Nonvested at January 1, 2006 69,756 $24.30
Granted 63,005 $21.71
Vested during period (30,306) $24.64
Forfeited (5,462) $21.71
-------
Nonvested at March 31, 2006 96,993 $22.66
-------
Granted 340 $20.28
Vested during period -- $ --
Forfeited (2,658) $22.67
-------
Nonvested at June 30, 2006 94,675 $22.65
=======
7
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(4) STOCK BASED COMPENSATION (CONTINUED)
The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of FAS
123 as amended by FAS 148, Accounting for Stock-Based Compensation, to
stock-based employee compensation for the three and six months ended June 30,
2005. For purposes of this pro forma disclosure, the value of the options is
estimated using the Black-Scholes option-pricing model and amortized ratably to
expense over the option's vesting periods.
Three Months Ended Six Months Ended
June 30, June 30,
2005 2005
------------------ ----------------
Net income, as reported ........................ $ 7,080 $ 11,170
Add: stock based compensation expense/
(benefit) included in reported net income ... 180 (295)
Deduct: stock-based compensation
expenses determined using fair value
method ...................................... (15,102) (16,006)
-------- --------
Proforma net loss .............................. $ (7,842) $ (5,131)
Earnings per share:
Basic - as reported ......................... $ 0.27 $ 0.42
Basic - proforma ............................ $ (0.30) $ (0.19)
Diluted - as reported ....................... $ 0.27 $ 0.42
Diluted - proforma .......................... $ (0.30) $ (0.19)
(5) GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for the six months ended
June 30, 2006, are as follows:
Human
Bioproducts Biopharma Health
Segment Segment Segment Total
----------- --------- ------- -------
Balance as of January 1, 2006 ... $56,642 $8,863 $30,863 $96,368
Translation effect .............. 685 -- 1,910 2,595
------- ------ ------- -------
Balance as of June 30, 2006 ..... $57,327 $8,863 $32,773 $98,963
======= ====== ======= =======
Other intangible assets that are not subject to amortization, consist of
the following:
As of As of
June 30, December 31,
2006 2005
-------- ------------
Trademarks $33,898 $33,898
Proprietary Process 2,052 2,052
------- -------
Total $35,950 $35,950
======= =======
8
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(5) GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
Other intangible assets, which will continue to be amortized, consist of
the following:
As of June 30, 2006
--------------------------------------------
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
Product Technology $12,763 $ (4,794) $ 7,969
Patents 5,942 (2,348) 3,594
Supply Agreements 2,110 (1,261) 849
License Agreement 2,005 (494) 1,511
Other 2,132 (1,205) 927
------- -------- -------
Total $24,952 $(10,102) $14,850
======= ======== =======
As of December 31, 2005
--------------------------------------------
Gross Carrying Accumulated Net Carrying
Amount Amortization Amount
-------------- ------------ ------------
Product Technology $12,326 $(4,257) $ 8,069
Patents 5,685 (2,097) 3,588
Supply Agreements 2,110 (1,152) 958
License Agreement 2,005 (401) 1,604
Other 1,974 (960) 1,014
------- ------- -------
Total $24,100 $(8,867) $15,233
======= ======= =======
Amortization expense for the three and six months ended June 30, 2006 was
$486 and $974, respectively.
The expected amortization expense related to intangible assets in the
future is as follows:
For the year ended December 31, 2006... $1,985
For the year ended December 31, 2007... $1,963
For the year ended December 31, 2008... $1,841
For the year ended December 31, 2009... $1,543
For the year ended December 31, 2010... $1,351
(6) INCOME TAXES
The effective tax rate for the three months ended June 30, 2006 and 2005
was 83.1% and (10.4%), respectively. The tax provision for the three months
ended June 30, 2006 increased to $4,791 compared to a benefit of $667 in the
three months ended June 30, 2005. The effective tax rate for the six months
ended June 30, 2006 and 2005 was 102.2% and 22.4%, respectively. The tax
provision in the six months ended June 30, 2006 and 2005 increased to $9,332
compared to $3,230 in the first six months of 2005.
The tax rate for the three and six months ended June 30, 2005 includes the
favorable settlement of a tax matter in Sweden of $3,329. Additionally, the
operating results for the three and six months ended June 30, 2006 include
larger losses domestically and within certain foreign jurisdictions where the
Company is unable to recognize a tax benefit related to these losses within its
tax provision. The Company maintains a full valuation allowance against its
domestic, and certain foreign, net deferred tax assets and will continue to do
so until an appropriate level of profitability is sustained or tax strategies
can be developed that would enable
9
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(6) INCOME TAXES (CONTINUED)
the Company to conclude that it is more likely than not that a portion of these
net deferred assets would be realized. As such, improvements in domestic, and
certain foreign, pre-tax income in the future may result in these tax benefits
ultimately being realized. However, there is no assurance that such improvements
will be achieved.
(7) NET INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Net inventories at June 30, 2006 and December 31, 2005 consist of the
following:
June 30, December 31,
2006 2005
-------- ------------
Finished goods.... $ 52,591 $46,134
Work in process... 28,683 24,615
Raw materials..... 25,743 18,159
Supplies.......... 3,435 4,709
-------- -------
Total.......... $110,452 $93,617
======== =======
(8) LONG-TERM DEBT
Long-term debt at June 30, 2006 and December 31, 2005 consists of the
following:
June 30, December 31,
2006 2005
-------- ------------
Bank credit facilities .. $181,877 $ 81,943
Senior notes ............ -- 100,000
Capitalized leases ...... 5,339 6,056
Notes payable ........... 285 291
-------- --------
Subtotal ............. $187,501 $188,290
Less: current portion ... 1,481 1,471
-------- --------
Total ................ $186,020 $186,819
======== ========
In January 2006, the Company elected to prepay the senior notes with funds
provided by borrowing under the 5-Year Syndicated Senior Revolving Credit
Facility. An expense of $5,272 was recorded related to a make-whole payment of
$4,809 paid to the senior note holders concurrent with the January 2006 payment,
and the related acceleration of $463 of unamortized origination fees.
10
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/(loss) for
the three and six months ended June 30, 2006 and 2005:
Three months Six months
ended June 30, ended June 30,
-------------------- ------------------
2006 2005 2006 2005
-------- --------- ------- --------
Net income/(loss) .................................... $ 976 $ 7,080 $ (429) $ 11,170
Foreign currency translation ...................... 9,596 (19,986) 13,336 (34,897)
Unrealized gain/(loss) on hedging contracts,
net of tax ..................................... 250 (32) 374 (740)
Unrealized loss on available for sale securities... (415) (70) (171) (135)
------- -------- ------- --------
Total .......................................... $10,407 $(13,008) $13,110 $(24,602)
======= ======== ======= ========
(10) RETIREMENT PLANS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
all eligible employees: the Nepera Hourly Pension Plan which covers the union
employees at the previously owned Harriman, New York plant, and the Cambrex
Pension Plan which covers all other eligible employees.
The components of net periodic pension cost for the Company's domestic
plans for the three and six months ended June 30, 2006 and 2005 are as follows:
Three months Three months Six months Six months
ended June 30, ended June 30, ended June 30, ended June 30,
2006 2005 2006 2005
-------------- -------------- -------------- --------------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost........................... $ 729 $ 688 $ 1,458 $ 1,376
Interest cost.......................... 858 791 1,716 1,582
Expected return on plan assets......... (746) (735) (1,492) (1,470)
Amortization of prior service cost..... 11 11 22 22
Recognized actuarial loss.............. 180 113 360 226
------ ----- ------- -------
Net periodic benefit cost.............. $1,032 $ 868 $ 2,064 $ 1,736
====== ===== ======= =======
The Company has two Supplemental Executive Retirement Plans ("SERP") for
key executives. These plans are non-qualified and unfunded.
11
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS (CONTINUED)
The components of net periodic pension cost for the Company's SERP Plans
for the three and six months ended June 30, 2006 and 2005 are as follows:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2006 2005 2006 2005
-------- -------- -------- --------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost ........................................ $ 55 $ 56 $110 $112
Interest cost ....................................... 113 108 226 216
Amortization of unrecognized transition obligation .. 26 25 52 50
Amortization of prior service cost .................. 1 1 2 2
Recognized actuarial loss ........................... 18 10 36 20
---- ---- ---- ----
Net periodic benefit cost ........................... $213 $200 $426 $400
==== ==== ==== ====
International Pension Plans
Certain foreign subsidiaries of the Company maintain pension plans for
their employees that conform to the common practice in their respective
countries. Based on local laws and customs, some of those plans are not funded.
For those plans that are funded, the amount in the trust supporting the plan is
actuarially determined, and where applicable, in compliance with local statutes.
The components of net periodic pension cost for the Company's international
plans for the three and six months ended June 30, 2006 and 2005 are as follows:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2006 2005 2006 2005
-------- -------- -------- --------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost ................................. $ 344 $302 $ 688 $ 604
Interest cost ................................ 260 282 520 564
Expected return on plan assets ............... (102) (92) (204) (184)
Amortization of unrecognized net obligation .. (8) (13) (16) (26)
Recognized actuarial loss .................... 17 59 34 118
Amortization of prior service cost ........... 33 (2) 66 (4)
----- ---- ------ ------
Net periodic benefit cost .................... $ 544 $536 $1,088 $1,072
===== ==== ====== ======
12
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) OTHER POSTRETIREMENT BENEFITS
Cambrex provides post-retirement health and life insurance benefits
("post-retirement benefits") to all eligible retired employees. Employees who
retire at or after age 55 with fifteen years of service are eligible to
participate in the postretirement benefit plans. Certain subsidiaries and all
employees hired after December 31, 2002 (excluding those covered by collective
bargaining) are not eligible for these benefits. The Company's responsibility
for such premiums for each plan participant is based upon years of service. Such
plans are self-insured and are not funded. Effective January 1, 2006, the
Cambrex Retiree Medical Plan no longer provides prescription coverage to
retirees or dependents age 65 or older.
The components of net periodic pension cost for the three and six months
ended June 30, 2006 and 2005 are as follows:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2006 2005 2006 2005
-------- -------- -------- --------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost of benefits earned .................. $ 16 $ 15 $ 32 $ 30
Interest cost .................................... 34 38 68 76
Actuarial loss recognized ........................ 33 29 66 58
Amortization of unrecognized prior service cost .. (45) (38) (90) (76)
---- ---- ---- ----
Total periodic postretirement benefit cost ....... $ 38 $ 44 $ 76 $ 88
==== ==== ==== ====
(12) SEGMENT INFORMATION
The Company classifies its business units into three reportable segments:
Bioproducts, consisting of research products and services and therapeutic
applications, Biopharma, consisting of biopharmaceutical process development and
manufacturing services and Human Health, consisting of active pharmaceutical
ingredients and pharmaceutical intermediates produced under Food and Drug
Administration cGMP for use in the production of prescription and
over-the-counter drug products and other fine custom chemicals derived from
organic chemistry.
Information as to the operations of the Company in each of its business
segments is set forth below based on the nature of the products and services
offered. Cambrex evaluates performance based on gross profit and operating
profit. Inter-segment sales are not material. The Company allocates certain
corporate expenses to each of the segments.
One customer accounts for 10% of consolidated gross sales in the three
months ended June 30, 2006. There are no individual customers accounting for
more than 10% of consolidated gross sales in the six months ended June 30, 2006
and the three and six months ended June 30, 2005.
The Company currently has a long-term sales contract that accounts for more
than 10% of Human Health segment sales for the three months ended June 30, 2005
and six months ended June 30, 2006 and 2005 that is scheduled to expire at the
end of 2008. There is no guarantee that this contract will be renewed.
During the second quarter 2006 there was a change in allocation methodology
which reflects certain employee medical benefit expenses that were reclassified
from segment cost of goods sold and operating expenses to Corporate operating
expenses to better reflect actual costs reported in the operating segments.
Prior period amounts have not been recast to reflect this change in allocation
methodology.
13
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) SEGMENT INFORMATION (CONTINUED)
As a result of the change in allocation methodology, cost of goods sold
decreased $1,321 with an increase to operating expense for the three and six
months ended June 30, 2006. At the segment level, cost of goods sold decreased
$540, $505 and $276 for Bioproducts, Biopharma and Human Health, respectively.
The decrease in segment operating expenses was $322, $48 and $135 for
Bioproducts, Biopharma and Human Health, respectively, offset by an increase in
Corporate operating expense of $1,826. Consolidated operating profit was not
effected.
The following is a summary of business segment information:
Three months ended Six months ended
June 30, June 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Gross Sales:
Bioproducts .................. $ 41,073 $ 37,990 $ 82,414 $ 77,909
Biopharma .................... 10,010 11,655 23,814 19,362
Human Health ................. 72,494 66,526 136,956 129,362
-------- -------- -------- --------
$123,577 $116,171 $243,184 $226,633
======== ======== ======== ========
Gross Profit:
Bioproducts .................. $ 21,261 $ 19,336 $ 44,128 $ 41,471
Biopharma .................... (1,631) (606) (618) (2,663)
Human Health ................. 23,143 21,540 44,183 44,724
-------- -------- -------- --------
$ 42,773 $ 40,270 $ 87,693 $ 83,532
======== ======== ======== ========
Operating Profit:
Bioproducts .................. $ 8,166 $ 5,829 $ 15,034 $ 15,475
Biopharma .................... (3,898) (3,265) (5,360) (8,177)
Human Health ................. 13,016 10,721 24,609 23,030
Corporate .................... (9,128) (4,214) (15,388) (10,350)
-------- -------- -------- --------
Total operating profit ....... $ 8,156 $ 9,071 $ 18,895 $ 19,978
======== ======== ======== ========
Capital Expenditures:
Bioproducts .................. $ 2,237 $ 2,644 $ 5,158 $ 5,581
Biopharma .................... 1,405 784 2,252 2,190
Human Health ................. 5,450 4,997 10,166 9,251
Corporate .................... 42 606 57 1,055
-------- -------- -------- --------
$ 9,134 $ 9,031 $ 17,633 $ 18,077
======== ======== ======== ========
Depreciation:
Bioproducts .................. $ 1,646 $ 1,487 $ 3,276 $ 2,981
Biopharma .................... 917 1,223 1,812 2,169
Human Health ................. 5,499 6,159 10,847 12,722
Corporate .................... 246 405 496 807
-------- -------- -------- --------
$ 8,308 $ 9,274 $ 16,431 $ 18,679
======== ======== ======== ========
14
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(12) SEGMENT INFORMATION (CONTINUED)
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
2006 2005 2006 2005
---- ---- ---- ------
Amortization:
Bioproducts .................. $418 $ 40 $824 $ 462
Biopharma .................... 59 617 131 725
Human Health ................. 9 11 19 20
---- ---- ---- ------
$486 $668 $974 $1,207
==== ==== ==== ======
June 30, December 31,
2006 2005
-------- ------------
Total Assets:
Bioproducts .................... $240,044 $231,965
Biopharma ...................... 54,429 58,652
Human Health ................... 314,394 301,771
Corporate ...................... 17,212 20,084
-------- --------
$626,079 $612,472
======== ========
(13) CONTINGENCIES
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary course
of its business activities. The Company continually assesses all known facts and
circumstances as they pertain to all legal and environmental matters and
evaluates the need for reserves and disclosures as deemed necessary based on
these facts and circumstances and as such facts and circumstances develop.
Environmental
In connection with laws and regulations pertaining to the protection of the
environment, the Company and/or its subsidiaries is a party to several
environmental proceedings and remediation investigations and cleanups and, along
with other companies, has been named a potentially responsible party ("PRP") for
certain waste disposal sites ("Superfund sites"). Additionally, as discussed in
the "Sale of Rutherford Chemicals" section of this Note, the Company has
retained the liability for certain environmental proceedings, associated with
the Rutherford Chemicals business. Each of these matters is subject to various
uncertainties, and it is possible that some of these matters will be decided
unfavorably against the Company. The resolution of such matters often spans
several years and frequently involves regulatory oversight or adjudication.
Additionally, many remediation requirements are not fixed and are likely to
be affected by future technological, site, and regulatory developments.
Consequently, the ultimate extent of liabilities with respect to such matters,
as well as the timing of cash disbursements cannot be determined with certainty.
In matters where the Company has been able to reasonably estimate its
liability, the Company has accrued for the estimated costs associated with the
study and remediation of Superfund sites not owned by the Company and the
Company's current and former operating sites. These accruals were $7,084 and
$6,413 at June 30, 2006 and December 31, 2005, respectively. The increase in the
accrual is primarily due to an
15
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
increase in the reserve for the Clifton, NJ site and the Bayonne, NJ site of
$425 and $235, respectively, and currency fluctuation of $269, partially offset
by payments of $318. Based upon currently available information and analysis,
the Company's current accrual represents management's best estimate of the
probable and estimable costs associated with environmental proceedings including
amounts for legal and investigation fees where remediation costs may not be
estimable at the reporting date.
As a result of the sale of the Bayonne, New Jersey facility (see "Sale of
Rutherford Chemicals" section of this Note), an obligation to investigate site
conditions and conduct required remediation under the New Jersey Industrial Site
Recovery Act was triggered and the Company has retained the responsibility for
such obligation. The Company completed a preliminary assessment of the site and
submitted the preliminary assessment to the New Jersey Department of
Environmental Protection ("NJDEP"). The preliminary assessment identified
potential areas of concern based on historical operations and sampling of such
areas commenced. The Company has completed a second phase of sampling and
determined that a third phase of sampling is necessary to determine the extent
of contamination and any necessary remediation. The results of the completed and
proposed sampling, and any additional sampling deemed necessary, will be used to
develop an estimate of the Company's future liability for remediation costs, if
required. The Company submitted its plan for the third phase of sampling to the
NJDEP during the fourth quarter of 2005. The sampling will commence in the next
few months. The Company increased reserves to cover currently anticipated
investigation and minimum remediation costs related to the site.
In March 2000, the Company completed the acquisition of the Cambrex
Profarmaco Landen facility in Belgium. At the time of acquisition, Cambrex was
aware of certain site contamination and recorded a reserve for the estimated
costs of remediation. This property has been the subject of an extensive
on-going environmental investigation and health risk assessment. The
investigation had been considered complete but the Company recently determined
that an additional small area required further sampling to fully identify the
contamination. The results of the entire investigation and the final risk
assessment, both of which are nearing completion, will determine the ultimate
remedial actions to be performed at the site. The Company is proceeding with
finalization of the delineation and risk assessment. The reserve established in
this matter is adequate based on current information.
The Company's Cosan subsidiary conducted manufacturing operations in
Clifton, New Jersey from 1968 until 1979. Prior to the acquisition by the
Company, the operations were moved to another location and thereafter Cambrex
purchased the business. In 1997, Cosan entered into an Administrative Consent
Order with the NJDEP. Under the Administrative Consent Order, Cosan was required
to complete an investigation of the extent of the contamination related to the
Clifton site and conduct remediation as may be necessary. During the third
quarter of 2005, the Company completed the investigation related to the Clifton
site, which extends to adjacent properties. The results of the investigation
caused the Company to increase its related reserves by $1,300 based on the
proposed remedial action plan. The Company submitted the results of the
investigation and proposed remedial action plan to the NJDEP.
In February 2005, the New Jersey Federal District Court ruled that a
lawsuit claiming property damages against Cosan by the owners of contaminated
property adjacent to the Clifton location could be placed on the active
calendar. To avoid the expense and uncertainty of trial, the parties have
reached agreement to settle this matter. A reserve of $425 was recorded in March
2006. In July 2006, under the settlement, Cosan paid the property owner $425 and
this matter may be considered concluded.
16
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
In mid-2004 the United States Environmental Protection Agency ("USEPA")
conducted a hazardous waste inspection of the Company's Charles City facility.
Thereafter, the USEPA notified the facility of several alleged violations of the
hazardous waste laws related to management of hazardous waste and requested
additional information related to the alleged violations. The Company responded
and provided information which questioned the conclusion that the violations
occurred. Nevertheless, the USEPA concluded that several violations existed at
the time of the inspection, and in October 2005 issued the facility an order and
penalty assessment in the amount of $189. In October 2005, the Company filed a
request for a hearing and an informal conference to discuss settlement. In July
2006, the USEPA and the Company have reached agreement under which the Company
neither admits, nor denies the USEPA's factual allegations or conclusions of
law. The Company has also agreed to pay a mitigated penalty in the amount of $15
and will complete a Supplemental Environmental Project designed to minimize the
potential for pollution associated with certain activities at the site. This
matter may be considered concluded.
In March 2006, the Company received notice from the USEPA that two former
operating subsidiaries are considered PRPs at the Berry's Creek Superfund Site,
Bergen County, New Jersey. Our operating companies are among many other PRPs
that were listed in the notice. Pursuant to the notice the PRPs have been asked
to perform a remedial investigation and feasibility study of the Berry's Creek
Site. The Company has met with the other PRPs. Both operating companies joined
the groups of PRPs and filed a joint response to the USEPA agreeing to jointly
negotiate to conduct or fund (along with other PRPs) an appropriate remedial
investigation and feasibility study of the Berry's Creek Site. At this time it
is too early to predict the extent of any liabilities. However, the Company
established a minimum reserve to cover anticipated initial costs related to the
site.
The Company is involved in other matters where the range of liability is
not reasonably estimable at this time and it is not determinable when
information will become available to provide a basis for recording an accrual,
should an accrual ultimately be required. If any of the Company's environmental
matters develop in a more unfavorable manner than presently estimated, these
matters either individually or in the aggregate, could have a material adverse
effect on the Company's financial condition, operating results and cash flows in
a future reporting period.
Litigation and Other Matters
Mylan Laboratories
In 1998 the Company and its subsidiary Profarmaco S.r.l. (currently known
as Cambrex Profarmaco Milano S.r.l.") ("Profarmaco") were named as defendants
(along with Mylan Laboratories, Inc. ("Mylan") and Gyma Laboratories of America,
Inc., Profarmaco's distributor in the United States) in a proceeding instituted
by the Federal Trade Commission ("FTC") in the United States District Court for
the District of Columbia (the "District Court"). Suits were also commenced by
several State Attorneys' General. The suits alleged violations of the Federal
Trade Commission Act arising from exclusive license agreements between
Profarmaco and Mylan covering two APIs. The FTC and Attorneys' General suits
were settled in February 2001, with Mylan (on its own behalf and on behalf of
Profarmaco and Cambrex) agreeing to pay over $140,000 and with Mylan, Profarmaco
and Cambrex agreeing to monitor certain future conduct.
The same parties including the Company and Profarmaco have also been named
in purported class action complaints brought by private plaintiffs in various
state courts on behalf of purchasers of the APIs in generic form, making
allegations similar to those raised in the FTC's complaint and seeking various
forms of relief including treble damages.
17
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
In April 2003, Cambrex reached an agreement with Mylan under which Cambrex
would contribute $12,415 to the settlement of litigation brought by a class of
direct purchasers. In exchange, Cambrex and Profarmaco received from Mylan a
release and full indemnity against future costs or liabilities in related
litigation brought by purchasers, as well as potential future claims related to
this matter. Cambrex recorded an $11,342 charge (discounted to the present value
due to the five year pay-out) in the first quarter of 2003 as a result of this
settlement. In accordance with the agreement $9,215 has been paid through June
30, 2006, with the remaining $3,200 to be paid over the next two years. As of
June 30, 2006 the outstanding balance for this liability was $3,011.
Vitamin B-3
In May 1998, the Company's subsidiary, Nepera, which formerly operated the
Harriman facility and manufactured and sold niacinamide ("Vitamin B-3"),
received a Federal Grand Jury subpoena for the production of documents relating
to the pricing and possible customer allocation with regard to that product. In
2000, Nepera reached agreement with the Government as to its alleged role in
Vitamin B-3 violations from 1992 to 1995. The Canadian government claimed
similar violations. All government suits in the U.S. and Canada have been
concluded.
Nepera has been named as a defendant, along with several other companies,
in a number of private civil actions brought on behalf of alleged purchasers of
Vitamin B-3. The actions seek injunctive relief and unspecified but substantial
damages. All cases have been settled within established reserve amounts.
Settlement documents will be finalized and payments will be made during the next
several months. The balance of the reserves recorded within accrued liabilities
related to this matter was $1,590 as of June 30, 2006.
Sale of Rutherford Chemicals
The Company completed the sale of its Rutherford Chemicals business in
November 2003. Under the agreement for the sale ("Purchase Agreement"), the
Company provided standard representations and warranties and included various
covenants concerning the business, operations, liabilities and financial
condition of the Rutherford Chemicals business ("Rutherford Business"). Most of
such representations and warranties survived for a period of thirty days after
the preparation of the audited financial statements for year-end 2004 by the
purchasers of the Rutherford Business ("Buyers"). Therefore, claims for breaches
of such representations had to be brought during such time frame. Certain
specified representations, warranties and covenants, such as those relating to
employee benefit matters and certain environmental matters, survive for longer
periods and claims under such representations, warranties and covenants could be
brought during such longer periods. Under the Purchase Agreement, the Company
has indemnified the Buyer for breaches of representations, warranties and
covenants. Indemnifications for certain but not all representations and
warranties are subject to a deductible of $750 and a cap at 25 percent of the
purchase price.
Under the Purchase Agreement, the Company has retained the liabilities
associated with existing general litigation matters related to Rutherford
Chemicals. With respect to certain pre-closing environmental matters, the
Company retains the responsibility for: (i) certain existing matters including
violations, environmental testing for the New York facility incinerator and
off-site liabilities; and (ii) completing the on-going remediation at the New
York facility. Further, as a result of the sale of the Bayonne, New Jersey
facility within Rutherford Chemicals, and as discussed in the Environmental
Section above, the obligation to investigate site conditions and conduct
required remediation under the provisions of the New Jersey
18
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
Industrial Site Recovery Act was triggered; and the Company has retained the
responsibility for completion of any such investigation and remediation. With
respect to all other pre-closing environmental liabilities, whether known or
unknown, the Buyer is responsible for the management of potential future
matters; however, the Buyer and the Company may share the costs of associated
remediation with respect to such potential future matters, subject to certain
limitations defined in the agreement for sale. The Company has accrued for
exposures which are deemed probable and estimable.
In March 2005, the Company received a claim from the Buyers claiming breach
of certain representations, warranties and covenants contained in the Purchase
Agreement. In April 2005, the Company responded rejecting the claim. Thereafter,
the Buyers submitted an amended claim. The amended claim alleges breaches of
representations, warranties and covenants covering each of the five operating
sites sold pursuant to the Purchase Agreement and are related primarily to
facility structures, utilities and equipment and alleges damages of $26,407. To
the extent the alleged damages arise from breaches of representations and
warranties, the claim would be subject to a cap of between approximately $14,000
and $16,250, depending on whether certain contingent payments are made, and is
subject to the deductible of $750 which is the responsibility of the Buyers. In
May 2005, the Company responded to the Buyers and rejected the claim entirely.
In September 2005, the Company received a request for indemnity ("September
Notice") from the Buyers related to an arbitration claim filed by a Rutherford
Business customer ("Customer"). The arbitration claim arises from a claimed
breach of a supply agreement that was assigned to and assumed by the Buyers
pursuant to the Purchase Agreement. Thereafter, the Company was also served with
an arbitration claim by the Customer related to the same matter. In the
arbitration claim, the Customer claims $30,000 in damages arising from Buyers'
breach of the supply agreement. The Buyers claim that the September Notice
amends the earlier claims that they filed in March and April 2005, as discussed
above, and that the Customer's claimed breach of the supply agreement should be
treated as part of a breach of a representation, warranty or covenant set forth
in the earlier notices. The supply agreement was assigned to and assumed by the
Buyers, and the Company has now been dismissed from the Customer's arbitration
claim. In October 2005, the Company rejected the Buyers' claim for indemnity
under the September Notice in its entirety.
In October 2005, the Company received a notice from the Buyers ("October
Notice") that summarized the claims previously received in March and April 2005,
and included the Buyers' response to the Company's April and May rejection of
the earlier notices. The October Notice also set forth additional claims for
environmental matters related to the Rutherford Business that relate to
environmental matters at each of the five operating sites sold pursuant to the
Purchase Agreement. In December 2005, the Buyers added two additional
environmental claims related to the former operating sites ("December Notices").
The Company has now responded to the October and December Notices disputing the
environmental claims on various grounds, including that the Company believes
most claims relate to Buyers' obligations under the Purchase Agreement. The
Company also requested additional information because some environmental claims
may be covered by sections of the Purchase Agreement where the parties share
liability concerning such matters.
In April 2006, the Company received a summons and complaint (the
"Complaint") from the Buyers, which was filed in the Supreme Court of the State
of New York, County of New York. The Complaint seeks indemnification,
declaratory and injunctive relief for alleged (i) breaches of representations,
warranties and covenants covering each of the former operating sites related to
facility structures, utilities and equipment
19
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
included in the March, April and October Notices mentioned above and the
allegedly related breach of the Customer Supply Agreement arising from a breach
of warranty at the Harriman facility included in the September Notice mentioned
above (collectively "Equipment Matters"); and (ii) claims related to
environmental matters at each of the five operating locations, most of which
related to the former Harriman location included in the October Notice and
December Notices mentioned above (collectively "Environmental Matters").
The Company continues its evaluation of Buyers' allegations and intends to
defend itself against these claims vigorously. The Company continues to believe
that the Equipment Matters are without merit. Further, the Company continues to
believe that based on current information the majority of the Environmental
Matters are either the Buyers' responsibility or without merit and the remaining
are otherwise not reasonably estimable at this time. As such the Company has
recorded no reserves for this matter.
Class Action Matter
In October 2003, the Company was notified of a securities class action
lawsuit filed against Cambrex and five former and current Company officers. Five
class action suits were filed with the New Jersey Federal District Court (the
"Court"). Discovery in this matter is proceeding. In January 2004, the Court
consolidated the cases, designated the lead plaintiff and selected counsel to
represent the class. An amended complaint was filed in March 2004. The lawsuit
has been brought as a class action in the names of purchasers of the Company's
common stock from October 21, 1998 through July 25, 2003. The complaint alleges
that the Company failed to disclose in a timely fashion the January 2003
accounting restatement and subsequent SEC investigation, as well as the loss of
a significant contract at the Baltimore facility.
The Company filed a Motion to Dismiss in May 2004. Thereafter, the
plaintiff filed a reply brief. In October 2005, the Court denied the Company's
Motion to Dismiss against the Company and two current Company officers. The
Company has reached its deductible under its insurance policy and further costs,
expenses and any settlement is expected to be paid by the Company's insurers.
The Company continues to believe that the complaints are without merit and will
vigorously defend against them. As such, the Company has recorded no reserves
related to this matter.
Securities and Exchange Commission
The SEC is currently conducting an investigation into the Company's
inter-company accounting procedures from the period 1997 through 2001. The
investigation began in the first half of 2003 after the Company voluntarily
disclosed certain matters related to inter-company accounts for the five-year
period ending December 31, 2001 that resulted in the restatement of the
Company's financial statements for those years. To the Company's knowledge, the
investigation is limited to this inter-company accounting matter, and the
Company does not expect further revisions to its historical financial statements
relating to these issues. The Company is fully cooperating with the SEC.
Baltimore Litigation
In 2001, the Company acquired the biopharmaceutical manufacturing business
in Baltimore (the "Baltimore Business"). The sellers of the Baltimore Business
filed suit against the Company alleging that the Company made false
representations during the negotiations on which the sellers relied in deciding
to sell the business and that the Company breached its obligation to pay
additional consideration as provided in the
20
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(13) CONTINGENCIES (CONTINUED)
purchase agreement which was contingent on the performance of the Baltimore
Business. Management believes the matter to be without merit and continues its
defense of this matter.
Other
The Company has commitments incident to the ordinary course of business
including corporate guarantees of certain subsidiary obligations to the
Company's lenders related to financial assurance obligations under certain
environmental laws for remediation, closure and/or third party liability
requirements of certain of its subsidiaries and a former operating location;
contract provisions for indemnification protecting its customers and suppliers
against third party liability for manufacture and sale of Company products that
fail to meet product warranties and contract provisions for indemnification
protecting licensees against intellectual property infringement related to
licensed Company technology or processes.
Additionally, as permitted under Delaware law, the Company has agreements
whereby we indemnify our officers and directors for certain events or
occurrences while the officer or director is, or was serving, at our request in
such capacity. The term of the indemnification period is for the officer's or
director's lifetime. The maximum potential amount of future payments we could be
required to make under these indemnification agreements is unlimited; however,
we have a Director and Officer insurance policy that covers a portion of any
potential exposure.
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, 2006.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings. While it is not possible to predict with
certainty the outcome of the Company's litigation matters and various other
lawsuits and contingencies, it is the opinion of management based on information
currently available that the ultimate resolution of these matters should not
have a material adverse effect on the Company's results of operations, cash
flows and financial position. These matters, if resolved in an unfavorable
manner, could have a material effect on the operating results and cash flows
when resolved in a future reporting period.
21
CAMBREX CORPORATION AND SUBSIDIARIES
(dollars in thousands, except share data)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
EXECUTIVE OVERVIEW
The Company's business consists of three segments - Bioproducts, Biopharma
and Human Health. The Bioproducts segment consists of research products and
services and therapeutic applications. The Biopharma segment consists of the
Company's biopharmaceutical process development and manufacturing business. The
Human Health segment is primarily comprised of active pharmaceutical ingredients
derived from organic chemistry and pharmaceutical intermediates.
During the second quarter 2006, Cambrex achieved varying levels of success
in its segments. Bioproducts has a robust pipeline of new products with several
major product launches planned for the remainder of the year. Sales growth in
Human Health is strong and custom development projects are expected to increase
significantly this year. Biopharma continues to build its project pipeline.
The following significant events occurred during the second quarter 2006
which affected reported results:
- A $1,337 charge recorded within administrative expenses for the costs
related to the evaluation of strategic alternatives to enhance
shareholder value.
- Certain employee medical benefit expenses were reclassified from
segment cost of goods sold and operating expense to Corporate
operating expenses to better reflect actual costs incurred within the
operating segments. This reclassification did not affect total
operating profit or net income; however it did improve the Company's
gross margin.
RESULTS OF OPERATIONS
COMPARISON OF SECOND QUARTER 2006 VERSUS SECOND QUARTER 2005
The following tables show the gross sales of the Company's three segments,
in dollars and as a percentage of the Company's total gross sales, for the three
months ended June 30, 2006 and 2005.
2006 2005
---------------- ----------------
$ % $ %
-------- ----- -------- -----
Bioproducts ............ $ 41,073 33.2% $ 37,990 32.7%
Biopharma .............. 10,010 8.1 11,655 10.0
Human Health ........... 72,494 58.7 66,526 57.3
-------- ----- -------- -----
Total gross sales ... $123,577 100.0% $116,171 100.0%
======== ===== ======== =====
The following table shows the gross profit of the Company's three segments
for the three months ended 2006 and 2005.
2006 2005
------------------- -------------------
Gross Gross Gross Gross
Profit $ Profit % Profit $ Profit %
-------- -------- -------- --------
Bioproducts .... $21,261 51.8% $19,336 50.9%
Biopharma ...... (1,631) (16.3) (606) (5.2)
Human Health ... 23,143 31.9 21,540 32.4
------- -------
Total ....... $42,773 34.6% $40,270 34.7%
======= =======
22
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF SECOND QUARTER 2006 VERSUS SECOND QUARTER 2005 (CONTINUED)
Gross sales in the second quarter 2006 increased 6.4% to $123,577 from
$116,171 in the second quarter 2005 due to stronger sales in the Human Health
and Bioproducts segments partially offset by weaker sales in the Biopharma
segment. Foreign currency had no impact on gross sales.
Gross profit in the second quarter of 2006 was $42,773 compared to $40,270
in 2005. Gross margin percentage decreased to 34.6% from 34.7% in the second
quarter of 2005. As mentioned above, the Company reclassified certain employee
medical benefit expenses from segment cost of goods sold and operating expense
to Corporate operating expenses to better reflect actual costs incurred within
the segments resulting in increased gross profit of $1,321 and gross margin
percentage of 1.1%. A portion of the improvement to margins is a result of
recording in the second quarter 2006 the cumulative change in allocation
methodology for the first six months of 2006. If the Company had not made a
change to the allocation methodology, gross margin percentage would have been
33.5% in the second quarter 2006 versus 34.7% in the second quarter 2005. If the
Company had applied the new methodology to the second quarter of 2006 (excluding
the impact related to the first quarter 2006) and second quarter 2005, gross
margins would have been 34.1% and 35.0%, respectively.
The following table shows sales by geographic area for the three months
ended June 30, 2006 and 2005:
2006 2005
-------- --------
North America ... $ 59,043 $ 55,032
Europe .......... 57,945 54,145
Asia ............ 4,237 4,546
Other ........... 2,352 2,448
-------- --------
Total ........... $123,577 $116,171
======== ========
Bioproducts gross sales in the second quarter 2006 of $41,073 were $3,083
or 8.1% above the second quarter 2005. Foreign currency had no impact on
Bioproducts segment sales.
Within the Bioproducts segment, research products gross sales of $20,328
were $1,221 or 6.4% above the second quarter 2005 due primarily to increased
sales of molecular biology and cell biology products as a result of stronger
demand, higher pricing and timing of shipments. Therapeutic applications gross
sales of $20,745 were $1,862 or 9.9% above the second quarter 2005 due primarily
to increased sales in cell therapy services as a result of the addition of new
customers and the timing of shipments partially offset by the termination of a
contract. Sales of rapid microbial detection (RMD) products also increased. The
increase was partially offset by a decrease in biotherapeutic media due to lower
volumes in North America and the delay in the availability of powder facility.
Bioproducts gross margins increased to 51.8% in the second quarter 2006
from 50.9% in the second quarter 2005. Excluding the benefit resulting from a
change in allocation methodology, gross margin would have been 50.4% in the
second quarter 2006 versus 50.9% in the second quarter 2005. If the Company had
applied the new methodology to the second quarter 2006 (excluding the impact
related to the first quarter 2006) and second quarter 2005, gross margins would
have been 51.1% and 51.4%, respectively. The decrease in margins is primarily
due to higher production costs partially offset by increased sales volume,
favorable collection experience, price increases and a favorable impact due to
foreign currency.
23
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF SECOND QUARTER 2006 VERSUS SECOND QUARTER 2005 (CONTINUED)
Biopharma gross sales in the second quarter 2006 of $10,010 were $1,645 or
14.1% below the second quarter of 2005 reflecting lower fees for suites,
reimbursed materials and labor fees partially offset by higher process
development revenue. Foreign currency had no impact on the Biopharma segment.
Biopharma gross margins decreased to (16.3%) in the second quarter 2006
from (5.2%) in the second quarter 2005. Excluding the benefit resulting from a
change in allocation methodology, gross margin would have been (21.3%) versus
(5.2%) in the second quarter 2005. If the Company had applied the new
methodology to the second quarter 2006 (excluding the impact related to the
first quarter 2006) and second quarter 2005, gross margins would have been
(18.8%) and (3.8%), respectively. This decline primarily reflects lower revenue
and higher production costs.
Human Health gross sales in the second quarter 2006 of $72,494 were $5,968
or 9.0% above the second quarter 2005. Foreign currency had no impact on Human
Health segment sales.
Within the Human Health segment, sales of Active Pharmaceutical Ingredients
("APIs") of $54,366 were $3,056 or 6.0% above the second quarter 2005 primarily
due to higher generics sales volume partially offset by lower pricing. Sales of
Pharmaceutical Intermediates of $9,225 were $1,355 or 17.2% above the second
quarter 2005 primarily due to stronger demand for custom development products.
Sales of Other Human Health products of $8,903 were $1,557 or 21.2% above the
second quarter 2005 primarily due to stronger demand for x-ray media and feed
additives.
Human Health gross margins decreased to 31.9% in the second quarter 2006
from 32.4% in the second quarter 2005. Excluding the benefit resulting from a
change in allocation methodology, gross margin would have been 31.5% versus
32.4% in the second quarter 2005. If the Company had applied the new methodology
to the second quarter 2006 (excluding the impact related to the first quarter
2006) and second quarter 2005, gross margins would have been 31.7% and 32.5%,
respectively. This decline is due to continued pricing pressures, unfavorable
impact of foreign currency and unfavorable product mix partially offset by
higher sales volume.
Selling, general and administrative expenses of $29,112 or 23.6% of gross
sales in the second quarter 2006 increased from $25,318, or 21.8% in the second
quarter 2005. The increase in expense is due primarily to higher administration
expenses related to costs associated with the strategic alternative process, the
change in allocation methodology from Corporate and higher legal fees and bonus
expense. The impact of foreign currency exchange was negligible.
Research and development expenses of $5,505 were 4.5% of gross sales in the
second quarter 2006, compared to $5,881 or 5.1% of gross sales in the second
quarter 2005. The decrease in expense primarily reflects the completion of
certain R&D projects for products that have been launched at the end of 2005 and
in 2006 in the Bioproducts segments, a reduction of Corporate personnel and
lower labor costs. The impact of foreign currency exchange was negligible.
Operating profit in the second quarter 2006 was $8,156 compared to $9,071
in the second quarter of 2005. The results reflect lower gross margins and
higher operating expenses as discussed above.
Net interest expense of $2,295 in the second quarter 2006 decreased $456
from the second quarter 2005 primarily reflecting lower average debt partially
offset by higher interest rates. The average interest rate was 5.8% in the
second quarter of 2006 versus 5.4% in the second quarter of 2005.
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF SECOND QUARTER 2006 VERSUS SECOND QUARTER 2005 (CONTINUED)
The effective tax rate for the second quarter 2006 was 83.1% compared to
(10.4%) in the second quarter 2005. The tax provision in the second quarter 2006
increased to $4,791 compared to a benefit of $667 in the second quarter of 2005.
The tax rate for the second quarter 2005 includes the favorable settlement
of a tax matter in Sweden of $3,329. Additionally, the results for the second
quarter 2006 include larger losses domestically and within certain foreign
jurisdictions where the Company is unable to recognize a tax benefit related to
these losses within its tax provision. The Company maintains a full valuation
allowance against its domestic, and certain foreign, net deferred tax assets and
will continue to do so until an appropriate level of profitability is sustained
or tax strategies can be developed that would enable the Company to conclude
that it is more likely than not that a portion of these net deferred assets
would be realized. As such, improvements in domestic, and certain foreign,
pre-tax income in the future may result in these tax benefits ultimately being
realized. However, there is no assurance that such improvements will be
achieved.
Net income in the second quarter of 2006 was $976, or $0.04 per diluted
share versus $7,080, or $0.27 per diluted share in the same period a year ago.
COMPARISON OF FIRST SIX MONTHS 2006 VERSUS FIRST SIX MONTHS 2005
The following tables show the gross sales of the Company's three segments,
in dollars and as a percentage of the Company's total gross sales, for the six
months ended June 30, 2006 and 2005.
2006 2005
---------------- ----------------
$ % $ %
-------- ----- -------- -----
Bioproducts ............ $ 82,414 33.9% $ 77,909 34.4%
Biopharma .............. 23,814 9.8 19,362 8.5
Human Health ........... 136,956 56.3 129,362 57.1
-------- ----- -------- -----
Total gross sales ... $243,184 100.0% $226,633 100.0%
======== ===== ======== =====
The following table shows the gross profit of the Company's three segments
for the six months ended June 30, 2006 and 2005.
2006 2005
------------------- -------------------
Gross Gross Gross Gross
Profit $ Margin % Profit $ Margin %
-------- -------- -------- --------
Bioproducts .... $44,128 53.5% $41,471 53.2%
Biopharma ...... (618) (2.6) (2,663) (13.8)
Human Health ... 44,183 32.3 44,724 34.6
------- -------
Total ....... $87,693 36.1% $83,532 36.9%
======= =======
Gross sales for the first six months of 2006 increased 7.3% to $243,184
from $226,633 in the first six months of 2005. Sales increased in all segments.
Gross sales were unfavorably impacted 2.4% due to exchange rates reflecting a
stronger U.S. dollar in the first six months of 2006 versus 2005.
Gross profit in the first six months of 2006 was $87,693 compared to
$83,532 in the first six months of 2005. Gross margin percentage decreased to
36.1% from 36.9% in the first six months of 2005. As
25
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2006 VERSUS FIRST SIX MONTHS 2005 (CONTINUED)
mentioned above, the Company reclassified certain employee medical benefit
expenses from segment cost of goods sold and operating expense to Corporate
operating expenses to better reflect actual costs incurred within the operating
segments resulting in increased gross profit of $1,321 and gross margin
percentage of 0.6%. The first six months of 2006 include this benefit. If the
Company had not made a change to the allocation methodology, gross margin
percentage would have been 35.5% in the first six months of 2006 versus 36.9% in
the first six months of 2005. If the Company had applied the new methodology to
the first six months of 2005, gross margins would have been 37.2%. The reduced
gross margin percentage reflects lower margins in the Human Health and
Bioproducts segments.
The following table shows sales by geographic area for the six months ended
June 30, 2006 and 2005:
2006 2005
-------- --------
North America ... $113,622 $104,430
Europe .......... 115,835 107,993
Asia ............ 8,639 9,460
Other ........... 5,088 4,750
-------- --------
Total ........... $243,184 $226,633
======== ========
Bioproducts gross sales in the first six months of 2006 of $82,414 were
$4,505 or 5.8% above the first six months of 2005. Sales were unfavorably
impacted 1.9% due to exchange rates reflecting a stronger U.S. dollar in the
first six months of 2006 versus 2005.
Within the Bioproducts segment, research products gross sales of $41,033
were $1,927 or 4.9% above the first six months of 2005 due primarily to
increased sales of molecular biology and cell biology products as a result of
stronger demand, higher pricing and timing of shipments. Therapeutic
applications gross sales of $41,381 were $2,578 or 6.6% above the first six
months of 2005 due primarily to increased sales in cell therapy services as a
result of the timing of shipments and the addition of new customers. Sales of
RMD products also increased due to strong demand and favorable pricing.
Bioproducts gross margins increased to 53.5% in the first six months of
2006, including the benefit due to a change in allocation methodology, from
53.2% in the six months of 2005. Excluding the benefit due to a change in
allocation methodology, gross margin would have been 52.9% versus 53.2% in the
first six months of 2005. If the Company had applied the new methodology to the
first six months of 2005, gross margins would have been 53.7%. The decrease in
margins is primarily due to higher production costs partially offset by
increased sales volume, prices and a favorable impact due to foreign currency.
Biopharma gross sales in the first six months of 2006 of $23,814 were
$4,452 or 23.0% above the first six months of 2005 reflecting higher fees from
suites, primarily resulting from the shipments, in the first quarter of 2006, of
all remaining inventories to a client that terminated their project due to their
unfavorable regulatory developments during clinical trials in the fourth quarter
of 2005, reimbursed materials and process development, partially offset by lower
labor fees. Foreign currency had no impact on the Biopharma segment.
Biopharma gross margins were (2.6%) in the first six months of 2006,
including the benefit due to a change in allocation methodology, compared to
(13.8%) in the first six months of 2005. Excluding the benefit resulting from a
change in allocation methodology, gross margin would have been (4.7%) versus
(13.8%) in the first six months of 2005. If the Company had applied the new
methodology to the first six months of 2005, gross margins would have been
(12.1%). The increase in margins is primarily due to higher revenues partially
offset by higher production costs.
26
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2006 VERSUS FIRST SIX MONTHS 2005 (CONTINUED)
Human Health gross sales for the first six months of 2006 of $136,956 were
$7,594 or 5.9% above the first six months of 2005. Human Health sales were
unfavorably impacted 3.1% due to exchange rates reflecting a stronger U.S.
dollar in the first six months 2006 versus 2005.
Within the Human Health segment, sales of APIs of $105,063 were $4,996 or
5.0% above the first six months of 2005 primarily due to higher sales volume
partially offset by continued price erosion. Sales of Pharmaceutical
Intermediates of $15,778 were $1,032 or 7.0% above the first six months of 2005
primarily due to stronger demand for custom development products. Sales of Other
Human Health products of $16,115 were $1,566 or 10.8% above the first six months
of 2005 primarily due to stronger demand for x-ray media and feed additives.
Human Health gross margins decreased to 32.3% in the first six months of
2006, including the benefit resulting from a change in allocation methodology,
from 34.6% in the first six months of 2005. Excluding the benefit due to a
change in allocation methodology, gross margin would have been 32.1% versus
34.6% in the first six months of 2005. If the Company had applied the new
methodology to the first six months of 2005, gross margins would have been
34.7%. The decrease in margins is due to continued pricing pressures on APIs and
unfavorable impact of foreign currency translation partially offset by lower
production costs and higher sales volume.
Selling, general and administrative expenses of $57,305 or 23.6% of gross
sales in the first six months of 2006 increased from $51,815 or 22.9% in the
first six months of 2005. The increase in expense is due primarily to higher
administration expenses related to costs associated with the strategic
alternative process, the change in allocation methodology from Corporate and
higher legal and environmental costs partially offset by the impact of foreign
currency exchange.
Research and development expenses of $11,493 were 4.7% of gross sales in
the first six months of 2006, compared to $11,739 or 5.2% of gross sales in the
first six months of 2005. The decrease in expense primarily reflects a reduction
of corporate personnel, lower labor costs and the impact of foreign currency
partially offset by Cutanogen in process research and development and
acquisition costs of $1,537.
Operating profit in the first six months of 2006 was $18,895 compared to
$19,978 in the first six months of 2005.
Net interest expense of $9,648 in the first six months of 2006 increased
$4,167 from the first six months of 2005. The Company incurred costs of $5,272
associated with the prepayment of Senior Notes. Excluding this charge, net
interest expense decreased $1,105 primarily reflecting lower average debt
partially offset by higher interest rates. The average interest rate was 5.5% in
the first six months of 2006 versus 5.3% in the first six months of 2005.
The effective tax rate for the first six months of 2006 was 102.2% compared
to 22.4% in the first six months of 2005. The tax provision in the first six
months of 2006 increased to $9,332 compared to $3,230 in the first six months of
2005.
The tax rate for the first six months of 2005 includes the favorable
settlement of a tax matter in Sweden of $3,329. Additionally, the results for
the first six months of 2006 include larger losses domestically and within
certain foreign jurisdictions where the Company is unable to recognize a tax
benefit related to these losses within its tax provision. The Company maintains
a full valuation allowance against its domestic, and certain foreign, net
deferred tax assets and will continue to do so until an appropriate level of
profitability is sustained or tax strategies can be developed that would enable
the Company to conclude
27
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST SIX MONTHS 2006 VERSUS FIRST SIX MONTHS 2005 (CONTINUED)
that it is more likely than not that a portion of these net deferred assets
would be realized. As such, improvements in domestic, and certain foreign,
pre-tax income in the future may result in these tax benefits ultimately being
realized. However, there is no assurance that such improvements will be
achieved.
Net loss in the first six months of 2006 was $429, or $0.02 per diluted
share versus net income of $11,170, or $0.42 per diluted share in the same
period a year ago.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Assumptions used in estimating the fair value of stock options granted in
the first six months of 2006 are consistent with the assumptions used prior to
the adoption of FAS 123(R) with the exception of the expected life. The expected
term of 4.75 years was utilized based on Staff Accounting Bulletin No. 107,
"Share-Based Payment" "simplified" method for determining the expected term of
stock options. As a result of using the "simplified" method, the expected life
was shortened by 1.25 years.
FAS 123(R) requires companies to estimate the expected forfeitures for all
unvested awards and record compensation costs only for those awards that are
expected to vest. As of June 30, 2006, the total compensation cost related to
unvested stock option awards granted to employees but not yet recognized was
immaterial. The cost will be amortized on a straight-line basis over the
remaining weighted average vesting period of 3.7 years.
The amount of stock based compensation costs related to stock options
recorded in the three and six months of 2006 was $157 and $158, respectively.
Diluted earnings per share changed by $0.01 for the three and six months ended
June 30, 2006 as a result of adopting FAS 123(R) on January 1, 2006.
At June 30, 2006, the Company has outstanding 150,000 fully-vested
cash-settled incentive SARs at a price of $19.30. These SARs are classified as
liability awards and, as such, will be recorded at fair value until the rights
are exercised or expire with the amount being recorded as compensation expense
or benefit in the applicable period. For the three and six months ended June 30,
2006 the Company recorded, at fair market value, $46 and $264, respectively, in
compensation expense. For the three and six months ended June 30, 2005, the
Company recorded, at intrinsic value, $300 and $1,170 respectively, in
compensation benefit. In addition, the Company also recorded $228 in
compensation expense as a cumulative effect of a change in accounting principle
in accordance with FAS 123(R). 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 June 2006, the FASB issued FASB Interpretation No. 48 "Accounting for
Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109)" which
is effective for fiscal years beginning after December 15, 2006 with earlier
adoption encouraged. This interpretation was issued to clarify the accounting
for uncertainty in income taxes recognized in the financial statements by
prescribing a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The Company is currently evaluating the potential impact
of this interpretation.
28
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $15,649 in the first six months of
2006. During the six months ended June 30, 2006, the Company generated cash
flows from operations totaling $3,988, a decrease of $6,314 versus the same
period a year ago. The decrease in cash flows generated from operations in the
first six months of 2006 versus the first six months of 2005 is due primarily to
a decrease in net income. The decrease was partially offset by favorable working
capital.
Capital expenditures from continuing operations were $17,633 in the first
six months of 2006 as compared to $18,077 in 2005. Part of the funds in 2006
were used for cell therapy manufacturing capabilities at the Bioproducts
facility in Walkersville, MD, a new warehouse and API purification and finishing
facility in Milan, Italy and capital improvements to existing facilities.
Cash flows used in financing activities in the first six months of 2006 of
$2,913 include net pay down of debt of $2,463 and dividends paid of $1,604
partially offset by proceeds from stock options exercised of $1,267. In the
first six months of 2005 financing activities include a net pay down of debt of
$26,298, dividends paid of $1,584 offset by proceeds from stock options
exercised of $170.
During the first six months of 2006 and 2005, the Company paid cash
dividends of $0.06 per share.
Management believes that existing sources of capital, together with cash
flows from operations, will be sufficient to meet foreseeable cash flow
requirements.
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under The
Securities Exchange Act of 1934, including, without limitation, statements
regarding expected performance, especially expectations with respect to sales,
research and development expenditures, earnings per share, capital expenditures,
acquisitions, divestitures, collaborations, or other expansion opportunities.
These statements may be identified by the fact that they use words such as
"expects," "anticipates," "intends," "estimates," "believes" or similar
expressions in connection with any discussion of future financial and operating
performance. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this Form 10-Q. The
forward-looking statements contained herein are based on current plans and
expectations and involve risks and uncertainties that could cause actual
outcomes and results to differ materially from current expectations including,
but not limited to, global economic trends, pharmaceutical outsourcing trends,
competitive pricing or product developments, government legislation and/or
regulations (particularly environmental issues), tax rate, interest rate,
technology, manufacturing and legal issues, changes in foreign exchange rates,
performance of minority investments, uncollectable receivables, loss on
disposition of assets, cancellation or delays in renewal of contracts, lack of
suitable raw materials or packaging materials, the possibility that the value of
the acquisition of PermaDerm cultured skin may not be realized or that our plans
to obtain a Humanitarian Device Exemption, completion of clinical trials and
commercialization of PermaDerm cultured skin in the United States may not be
successful, and the Company's ability to receive regulatory approvals for its
products. Any forward-looking statement speaks only as of the date on which it
is made, and the Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events
or otherwise. New factors emerge from time to time and it is not possible for us
to predict which will arise. In addition, we cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
29
FORWARD-LOOKING STATEMENTS (CONTINUED)
For further details and a discussion of these and other risks and
uncertainties, investors are cautioned to review the Cambrex 2005 Annual Report
on Form 10-K, including the Forward-Looking Statement section therein, and other
filings with the U.S. Securities and Exchange Commission. The Company undertakes
no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk during
the first six months of 2006. For a discussion of the Company's exposure to
market risk, refer to Part II, Item 7A, "Quantitative and Qualitative
Disclosures about Market Risk," contained in the Company's Annual Report on Form
10-K for the period ended December 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
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.
As reported in its annual report on Form 10-K for the year ended December
31, 2005, the Company's management identified a material weakness in its
internal control over accounting for income taxes. Specifically, the Company did
not have a sufficient level of experienced personnel to enable the Company to
properly consider and apply generally accepted accounting principles to the
accounting for income taxes. Additionally, the Company did not maintain
effective controls to determine the completeness and accuracy of the components
of the income tax provision calculations and the related deferred income taxes
and income taxes payable, including the monitoring of the differences between
the tax basis and the financial reporting basis of assets and liabilities to
effectively reconcile the deferred taxes balances. As a result of this material
weakness, management concluded in its 2005 annual report on Form 10-K that the
Company's internal controls over financial reporting was not effective as of
December 31, 2005.
During the six months ended June 30, 2006, the Company has added
experienced personnel and implemented additional controls and procedures in
order to remediate the material weakness discussed above, and it is continuing
to assess the need for additional controls, procedures and resources that may be
required to remediate the material weakness. The Company's management, with the
participation of the Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of June 30, 2006, pursuant to Exchange Act
Rule 13a-15(e) and 15d-15(e) (the "Exchange Act"). As part of its evaluation,
management has evaluated whether the material weakness in internal control over
financial reporting continues to exist. The Company continues to consider or
implement additional controls, procedures and resources impacting its accounting
for income taxes. The Company has not completed its remediation activities and
testing of the changes in controls and procedures which it believes are
necessary to conclude that the material weaknesses have been remediated. As a
result, the Company's management has concluded that it cannot assert that the
material weakness has been effectively remediated as of June 30, 2006. Based
upon this conclusion, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that the Company's disclosure controls and procedures
were not effective as of June 30, 2006.
The Company believes that the actions it has taken to date, including the
changes outlined below, are sufficient, such that the information contained in
this quarterly report fairly states, in all material respects, the financial
condition and results of operations of the Company for the periods presented.
30
ITEM 4. CONTROLS AND PROCEDURES (CONTINUED)
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
During the six months ended June 30, 2006, management has taken the
following actions listed below to remediate the material weakness described in
the Company's annual report on Form 10-K for the year ended December 31, 2005:
- Strengthened procedures whereby the current income tax payable account
and deferred income tax asset and liability accounts are reconciled on
a regular and timely basis.
- Increased level of review and discussion of significant tax matters
and supporting documentation with senior finance management.
- Hired a Senior Director and Director of Tax.
- Identified interim personnel to augment existing corporate tax staff
to ensure there are adequate resources to reconcile all tax-related
accounts for each reporting period.
The Company continues to identify other controls, procedures, and resources
to improve both the preparation and review of accounting for income taxes. We
expect to complete this process and implement additional procedures to address
this material weakness during the second half of 2006. We believe that, once
fully implemented, these remediation steps will be sufficient to eliminate the
material weakness described above.
There have been changes in the Company's internal control over financial
reporting during the Company's most recently completed quarter that have
materially affected, or are reasonably likely to affect, the Company's internal
control over financial reporting.
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PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 1 LEGAL PROCEEDINGS
See the discussion under Part I, Item 1, Note 13 to the Consolidated
Financial Statements.
ITEM 1A RISK FACTORS
There have been no material changes to our risk factors and uncertainties
during the first six months of 2006. For a discussion of the Risk Factors,
refer to Part I, Item 1A, "Risk Factors," contained in the Company's Annual
Report on Form 10-K for the period ended December 31, 2005.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
In April 2006, the Company issued an aggregate of 18,500 shares of common
stock of Cambrex to certain current and former employees ("Employees") pursuant
to the exercise of options granted in accordance with the terms of the Cambrex
Corporation 1996 Performance Stock Option Plan. In addition, 3,000 shares of
common stock of Cambrex were previously issued to certain current and former
directors (the "Directors" and together with the Employees hereafter referred as
the "Selling Shareholders") pursuant to the terms of the Cambrex Corporation
1996 Performance Stock Option Plan. The 21,500 shares of common stock, par value
$.10 per share, of Cambrex may be offered or sold from time to time by the
Selling Shareholders. The Selling Shareholders acquired the shares pursuant to
the exercise of options granted in accordance with the terms of the Cambrex
Corporation 1996 Performance Stock Option Plan.
Number of Unregistered
Purchaser Shares Offered Date of Sale
------------------ ---------------------- ------------
Stephen Colasuonno 500 4/25/06
Dave Goodman 3,000 4/25/06
George Goodman 1,500 4/25/06
Leon Hendrix Jr. 1,500 4/25/06
Theresa Hernan 4,500 4/25/06
Carl Johansson 4,500 4/25/06
Michael Lafond 4,500 4/25/06
Ulf Sjoestrand 1,000 4/25/06
Roop Kumar 500 4/24/06
The total aggregate offering price for these shares is approximately $453
based on the average of the high and low prices for shares of common stock of
Cambrex as reported on the New York Stock Exchange on July 31, 2006. The price
at which a Selling Shareholder may sell any shares of common stock will be
determined by the prevailing market price for such shares or through a privately
negotiated transaction. The Company will receive no part of the proceeds of any
sale of such shares made hereunder.
Exception for the original issuance of the shares of common stock which may
be offered or sold from time to time by the Selling Shareholders is claimed
under Section 4(2) of the Securities Act of 1933, as amended.
32
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
1. At the Annual Meeting of Stockholders held on July 27, 2006, two
Directors in Class I were elected to hold office as Directors of the
Company until the 2009 Annual Meeting of Stockholders.
Nominees Votes For Votes Withheld
-------- ---------- --------------
David R. Bethune 21,255,420 3,739,706
Kathryn Rudie Harrigan 20,390,380 4,604,746
2. The Stockholders voted for the appointment of
PricewaterwaterhouseCoopers LLP as the Company's independent
registered public accounting firm for 2006.
Votes For Votes Against Votes Abstained Unvoted
---------- ------------- --------------- -------
24,337,086 643,348 14,691 --
3. Also, the Stockholders voted to declassify the Board of Directors so
that all directors are elected annually.
Votes For Votes Against Votes Abstained Unvoted
---------- ------------- --------------- ---------
21,128,889 1,577,805 47,181 2,241,251
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.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBREX CORPORATION
By /s/ Luke M. Beshar
-------------------------------------
Luke M. Beshar
Executive Vice President and
Chief Financial Officer
(On behalf of the Registrant and
as the Registrant's Principal
Financial Officer)
Dated: August 8, 2006
34