UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the quarterly period ended September 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from __________ to __________
Commission file number 1-10638
CAMBREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2476135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
(Address of principal executive offices)
(201) 804-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]. No [ ].
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ]. No [X].
As of October 31, 2008, there were 29,174,075 shares outstanding of the
registrant's Common Stock, $.10 par value.
CAMBREX CORPORATION AND SUBSIDIARIES
FORM 10-Q
For The Quarter Ended September 30, 2008
Table of Contents
Page No.
--------
Part I Financial information
Item 1. Financial Statements
Consolidated Balance Sheets as of
September 30, 2008 and December 31, 2007 2
Consolidated Statements of Operations
for the three and nine months ended
September 30, 2008 and 2007 3
Consolidated Statements of Cash Flows
for the nine months ended
September 30, 2008 and 2007 4
Notes to Unaudited Consolidated Financial Statements 5 - 21
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 22 - 28
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 29
Item 4. Controls and Procedures 29
Part II Other information
Item 1. Legal Proceedings 30
Item 1A. Risk Factors 30
Item 6. Exhibits 30
Signatures 31
Part I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
SEPTEMBER 30, DECEMBER 31,
2008 2007
------------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 29,173 $ 38,488
Trade receivables, net 26,775 45,003
Inventories, net 69,506 61,440
Prepaid expenses and other current assets 15,803 20,104
-------- --------
Total current assets 141,257 165,035
Property, plant and equipment, net 166,001 165,657
Goodwill 35,565 35,552
Other non-current assets 5,702 7,218
-------- --------
Total assets $348,525 $373,462
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,448 $ 26,185
Accrued expense and other current liabilities 42,964 69,702
-------- --------
Total current liabilities 61,412 95,887
Long-term debt 121,000 101,600
Deferred income tax 18,269 19,086
Accrued pension and postretirement benefits 28,151 32,104
Other non-current liabilities 17,674 22,728
-------- --------
Total liabilities 246,506 271,405
Stockholders' equity:
Common stock, $.10 par value; authorized 100,000,000,
issued 31,406,778 and 31,399,700 shares at
respective dates 3,140 3,140
Additional paid-in capital 99,547 98,793
Retained earnings 12,910 4,031
Treasury stock, at cost, 2,237,646 and 2,385,066 shares
at respective dates (19,125) (20,386)
Accumulated other comprehensive income 5,547 16,479
-------- --------
Total stockholders' equity 102,019 102,057
-------- --------
Total liabilities and stockholders' equity $348,525 $373,462
======== ========
See accompanying notes to unaudited consolidated financial statements.
2
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per-share data)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ --------------------
2008 2007 2008 2007
------- -------- -------- ---------
Gross sales $56,508 $ 54,742 $184,440 $ 182,820
Allowances and rebates 193 227 1,137 1,001
------- -------- -------- ---------
Net sales 56,315 54,515 183,303 181,819
Other revenues 1,977 99 1,792 864
------- -------- -------- ---------
Net revenues 58,292 54,614 185,095 182,683
Cost of goods sold 42,057 36,093 127,120 115,829
------- -------- -------- ---------
Gross profit 16,235 18,521 57,975 66,854
Operating expenses:
Selling, general and administrative expenses 8,767 10,669 31,511 36,572
Research and development expenses 1,772 3,062 5,945 8,623
Restructuring expenses 321 451 1,469 4,034
Strategic alternative costs 833 866 1,408 28,560
------- -------- -------- ---------
Total operating expenses 11,693 15,048 40,333 77,789
Operating profit/(loss) 4,542 3,473 17,642 (10,935)
Other expenses/(income):
Interest expense/(income), net 956 1,069 2,302 (1,341)
Other expenses, net 485 548 459 930
------- -------- -------- ---------
Income/(loss) before income taxes 3,101 1,856 14,881 (10,524)
Provision for income taxes 304 4,592 6,002 4,200
------- -------- -------- ---------
Income/(loss) from continuing operations $ 2,797 $ (2,736) $ 8,879 $ (14,724)
Income from discontinued operations, net of tax -- 4,229 -- 223,707
------- -------- -------- ---------
Net income $ 2,797 $ 1,493 $ 8,879 $ 208,983
======= ======== ======== =========
Basic earnings per share:
Income/(loss) from continuing operations $ 0.10 $ (0.09) $ 0.31 $ (0.52)
Income from discontinued operations, net of tax $ -- $ 0.14 $ -- $ 7.83
------- -------- -------- ---------
Net income $ 0.10 $ 0.05 $ 0.31 $ 7.31
Diluted earnings per share:
Income/(loss) from continuing operations $ 0.10 $ (0.09) $ 0.31 $ (0.52)
Income from discontinued operations, net of tax $ -- $ 0.14 $ -- $ 7.83
------- -------- -------- ---------
Net income $ 0.10 $ 0.05 $ 0.31 $ 7.31
Weighted average shares outstanding:
Basic 29,163 28,934 29,096 28,575
Effect of dilutive stock based compensation 15 -- 5 --
------- -------- -------- ---------
Diluted 29,178 28,934 29,101 28,575
Cash dividends paid per share $ -- $ -- $ -- $ 14.03
======= ======== ======== =========
See accompanying notes to unaudited consolidated financial statements.
3
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
2008 2007
-------- ---------
Cash flows from operating activities:
Net income $ 8,879 $ 208,983
Adjustments to reconcile net income to cash flows:
Depreciation and amortization 16,115 14,579
Inventory reserve 3,763 2,541
Stock based compensation included in net income 1,665 5,111
Deferred income tax provision 686 4,722
Strategic alternative and restructuring charges 241 17,191
Write-off of debt origination fees -- 841
Other 107 (381)
Changes in assets and liabilities:
Trade receivables 17,102 9,332
Inventories (14,975) (7,736)
Prepaid expenses and other current assets (237) 478
Accounts payable and other current liabilities (33,203) (19,912)
Other non-current assets and liabilities (3,045) (872)
Discontinued operations:
Gain on sale of businesses -- (235,538)
Rutherford settlement, net of tax -- 4,172
Changes in operating assets and liabilities -- (5,379)
Other non-cash charges -- 1,359
-------- ---------
Net cash used in operating activities (2,902) (509)
-------- ---------
Cash flows from investing activities:
Capital expenditures (22,908) (15,007)
Acquisition of business, net of cash (1,284) --
Other investing activities -- 886
Discontinued operations:
Capital expenditures -- (530)
Proceeds from sale of business -- 466,277
Other investing activities -- 11
-------- ---------
Net cash (used) in/provided by investing activities (24,192) 451,637
-------- ---------
Cash flows from financing activities:
Dividends -- (402,333)
Net increase/(decrease) in short-term debt 77 (135)
Long-term debt activity (including current portion):
Borrowings 55,800 140,200
Repayments (36,416) (201,730)
Proceeds from stock options exercised 18 21,811
Other financing activities (51) (59)
Discontinued operations:
Debt repayments -- (254)
-------- ---------
Net cash provided by/(used) in financing activities 19,428 (442,500)
-------- ---------
Effect of exchange rate changes on cash and cash equivalents (1,649) 2,211
-------- ---------
Net (decrease)/increase in cash and cash equivalents (9,315) 10,839
Cash and cash equivalents at beginning of period 38,488 33,746
-------- ---------
Cash and cash equivalents at end of period $ 29,173 $ 44,585
======== =========
See accompanying notes to unaudited consolidated financial statements.
4
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated by the context, "Cambrex" or the "Company" means
Cambrex Corporation and subsidiaries.
The accompanying unaudited consolidated financial statements have been
prepared from the records of the Company. In the opinion of management, the
financial statements include all adjustments, which are of a normal and
recurring nature, except as otherwise described herein, and are necessary for a
fair statement of financial position and results of operations in conformity
with generally accepted accounting principles ("GAAP"). These interim financial
statements should be read in conjunction with the financial statements for the
year ended December 31, 2007.
The results of operations for the three and nine months ended September 30,
2008 are not necessarily indicative of the results to be expected for the full
year.
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
for total cash consideration of $463,914, including working capital adjustments.
As a result of this transaction, the Company reported a gain of $235,489 in 2007
and all periods presented reflect the results of these businesses as
discontinued operations. Refer to Note 12 for a more complete discussion on
discontinued operations.
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Statement No. 157 "Fair Value Measurements" ("FAS 157"). This statement
defines fair value, establishes a framework for measuring fair value in GAAP,
and expands disclosures about fair value measurements. This statement will apply
whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to
any new circumstances. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Relative to FAS 157, the FASB issued FASB Staff Position 157-2,
which defers the effective date of FAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis, until fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years. The effect of adopting this pronouncement (related to financial assets
and financial liabilities) did not have a material impact on the Company's
financial position or results of operations. The Company is currently evaluating
the potential impact of this statement (related to nonfinancial assets and
nonfinancial liabilities).
Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans
The Company adopted FASB Statement No. 158 "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("FAS 158") for the year ended December
31, 2006. FAS 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as an asset or
liability in the balance sheet and to recognize changes in that funded status in
the year in which the changes occur through comprehensive income. This statement
does not impact the amounts recognized in the income statement.
5
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
FAS 158 also requires an employer to measure the funded status of a plan as
of the date of the fiscal year end balance sheet. The Company's fiscal year end
is December 31 and its pension plans and postretirement benefits plan previously
had a September 30 measurement date. The Company will adopt this measurement
requirement effective December 31, 2008. The effect of adopting this
pronouncement will not have a material impact on the Company's financial
position or results of operations.
Fair Value Option for Financial Assets and Financial Liabilities
The Company adopted FASB Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("FAS 159") effective January 1, 2008. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings at each subsequent
reporting date. The effect of adopting this pronouncement did not have a
material impact on the Company's financial position or results of operations.
Amendment of FAS 141
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007),
"Business Combinations" ("FAS 141R"). Under FAS 141R, an acquiring entity will
be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition date fair value with limited exceptions. FAS 141R
will change the accounting treatment for certain specific items, including:
- acquisition costs will generally be expensed as incurred;
- noncontrolling interests will be valued at fair value at the
acquisition date;
- acquired contingent liabilities will be recorded at fair value at
the acquisition date and subsequently measured at either the
higher of such amount or the amount determined under existing
guidance for non-acquired contingencies;
- in-process research and development will be recorded at fair
value as an indefinite-lived intangible asset at the acquisition
date until the completion or abandonment of the associated
research and development efforts;
- restructuring costs associated with a business combination will
be generally expensed subsequent to the acquisition date; and
- changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect
income tax expense.
FAS 141R also includes a substantial number of new disclosure requirements.
FAS 141R applies prospectively to business combinations (except for income taxes
which applies to prior as well as future acquisitions) for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the
Company will adopt this statement on January 1, 2009.
6
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(2) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Amendment of FAS 133
In March 2008, the FASB issued FASB Statement No. 161 "Disclosures about
Derivative Instruments and Hedging Activities--an amendment of FASB Statement
No. 133" ("FAS 161"). This statement requires enhanced disclosures about
derivative and hedging activities and thereby improves the transparency of
financial reporting. FAS 161 encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. This statement is effective
for fiscal years beginning after November 15, 2008. The effect of adopting this
pronouncement will not have an impact on the Company's financial position or
results of operations.
(3) STOCK BASED COMPENSATION
On September 30, 2008, the Company had seven active stock-based employee
compensation plans in effect. The Company also had outstanding at September 30,
2008 restricted stock as described below.
The Company recognizes compensation costs for stock option awards to
employees based on their grant-date fair value. The value of each stock option
is estimated on the date of grant using the Black-Scholes option-pricing model.
The weighted-average fair value per share for the stock options granted to
employees during the nine months ended September 30, 2008 was $1.88. The
weighted-average fair value per share for the stock options granted to employees
during the three and nine months ended September 30, 2007 was $5.07 and $5.46,
respectively.
FAS 123(R) "Share-Based Payment" requires companies to estimate the
expected forfeitures for all unvested awards and record compensation costs only
for those awards that are expected to vest. As of September 30, 2008, the total
compensation cost related to unvested stock option awards granted to employees
but not yet recognized was $975. The cost will be amortized on a straight-line
basis over the remaining weighted-average vesting period of 3.3 years.
For the three months ended September 30, 2008 and 2007, the Company
recorded $129 and $180, respectively, in selling, general and administrative
expenses for stock options. For the nine months ended September 30, 2008 and
2007, the Company recorded $434 and $276, respectively, in selling, general and
administrative expenses for stock options, which includes $136 in 2008 for the
acceleration of stock options previously awarded to the former CEO.
For the three and nine months ended September 30, 2008, the Company
recorded $23 and $76, respectively, in strategic alternative costs for expenses
associated with the stock option modification due to the special dividend paid
on May 3, 2007. For the three and nine months ended September 30, 2007, the
Company recorded $81 and $2,498, respectively, in strategic alternative costs
for the stock option modification. The modification reduced the exercise price
of all stock options outstanding as of the dividend payment date by $14.00 per
share, the amount of the special dividend. As of September 30, 2008, the total
compensation cost related to unvested stock option awards that were modified but
not yet recognized was $188. The cost will be amortized on a straight-line basis
over the remaining weighted-average vesting period of 1.8 years.
7
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(3) STOCK BASED COMPENSATION (CONTINUED)
For the three months ended September 30, 2008 and 2007, the Company
recorded $208 and $211, respectively, in selling, general and administrative
expenses for restricted stock awarded to Cambrex's Board of Directors, senior
executives and certain employees. For the nine months ended September 30, 2008
and 2007, the Company recorded $1,121 and $474, respectively, in selling,
general and administrative expenses for restricted stock, which includes $461 in
2008 for the acceleration of restricted stock previously awarded to the former
CEO. As of September 30, 2008 the total compensation cost related to unvested
restricted stock granted but not yet recognized was $1,106. The cost will be
amortized on a straight-line basis over the remaining weighted-average vesting
period of 1.6 years.
In May 2008 the Company granted a potential award of up to 86,000
performance shares to the current CEO. These performance shares are dependent
upon the Company's performance measured against certain financial metrics over a
three year period beginning July 1, 2008, as compared to an index of peer
companies. Any payment of the performance shares will be made in three years. In
accordance with FAS 123(R) the Company is currently recognizing expense related
to 43,000 shares over the vesting period, which assumes that the CEO will be
compensated at target. The Company will assess performance at each reporting
period and adjust accordingly. For the three and nine months ended September 30,
2008 the Company recorded $17 in selling, general and administrative expense
related to these performance shares.
The following table is a summary of the Company's stock option activity
issued to employees and related information:
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS SHARES PRICE
------- --------- --------
Outstanding at January 1, 2008 1,471,757 $20.15
Granted -- --
Exercised (2,301) $ 7.47
Forfeited or expired (142,800) $22.71
---------
Outstanding at March 31, 2008 1,326,656 $19.90
---------
Granted 262,500 $ 5.59
Exercised -- --
Forfeited or expired (37,650) $15.21
---------
Outstanding at June 30, 2008 1,551,506 $17.59
---------
Granted -- --
Exercised -- --
Forfeited or expired (96,650) $18.12
---------
Outstanding at September 30, 2008 1,454,856 $17.56
=========
Exercisable at September 30, 2008 1,097,317 $20.93
The aggregate intrinsic value for all stock options exercised for the nine
months ended September 30, 2008 was $4. The aggregate intrinsic value for all
stock options exercised during the three and nine months ended September 30,
2007 were $287 and $2,839, respectively. The aggregate intrinsic value for all
stock options outstanding as of September 30, 2008 was $194. The aggregate
intrinsic value for all stock options exercisable as of September 30, 2008 was
$47.
8
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(3) STOCK BASED COMPENSATION (CONTINUED)
A summary of the Company's nonvested stock options and restricted stock as
of September 30, 2008 and changes during the three and nine months ended
September 30, 2008, are presented below:
NONVESTED STOCK OPTIONS NONVESTED RESTRICTED STOCK
--------------------------- ---------------------------
WEIGHTED- WEIGHTED-
NUMBER OF AVERAGE GRANT- NUMBER OF AVERAGE GRANT-
SHARES DATE FAIR VALUE SHARES DATE FAIR VALUE
--------- --------------- --------- ---------------
Nonvested at January 1, 2008 178,649 $11.34 133,901 $18.11
Granted -- -- 98,167 $ 9.47
Vested during period (375) $ 7.71 (39,954) $15.68
Forfeited (12,531) $11.44 (7,118) $16.71
------- -------
Nonvested at March 31, 2008 165,743 $11.34 184,996 $14.10
------- -------
Granted 262,500 $ 5.59 11,277 $ 6.38
Vested during period (31,188) $10.86 (49,701) $11.42
Forfeited (3,150) $11.93 (1,650) $15.97
------- -------
Nonvested at June 30, 2008 393,905 $ 7.54 144,922 $13.67
------- -------
Granted -- -- 5,832 $ 6.18
Vested during period (35,929) $11.04 (5,112) $ 7.04
Forfeited (437) $12.35 (260) $12.53
------- -------
Nonvested at September 30, 2008 357,539 $ 7.18 145,382 $13.35
======= =======
(4) GOODWILL
The changes in the carrying amount of goodwill for the nine months ended
September 30, 2008, are as follows:
Balance as of January 1, 2008 $35,552
Acquisition of business 1,372
Translation effect (1,359)
-------
Balance as of September 30, 2008 $35,565
=======
(5) INCOME TAXES
The Company recorded tax expense of $304 and $6,002 in the three and nine
months ended September 30, 2008, respectively, compared to tax expense of $4,592
and $4,200 in the three and nine months ended September 30, 2007, respectively.
This change is due to changes in the geographic mix of pre-tax earnings, the
recognition of a tax benefit in continuing operations in 2007 as a result of the
sale of the businesses that comprised the Bioproducts and Biopharma segments in
February 2007, the reduction of tax rates in Italy, benefits due to the
expiration of a statute of limitations, benefits for tax loss carrybacks, and
incremental benefits of the project to streamline the Company's legal structure.
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
9
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(5) INCOME TAXES (CONTINUED)
these net deferred assets would be realized. As such, improvements in pre-tax
income in the future within these jurisdictions where the Company maintains a
valuation allowance may result in these tax benefits ultimately being realized.
However, there is no assurance that such improvements will be achieved.
The Company adopted the provisions of FASB Interpretation No. 48
"Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement
No. 109" as of January 1, 2007. As of January 1, 2008 the Company had
approximately $5,116 of unrecognized tax benefits. The total balance of
unrecognized benefits at September 30, 2008 of $3,923, if recognized, would
affect the effective tax rate. However, of this total, $2,600 related to U.S.
tax attributes may be subject to an application of a valuation allowance which
would offset the positive effect associated with the recognition of such
benefits. Gross interest and penalties of $491 are not included in the balance
of unrecognized tax benefits. Consistent with prior periods, the Company
recognized interest and penalties within its income tax provision.
During the three months ended September 30, 2008, the Company decreased its
reserve for unrecognized tax benefits by $937 due to the expiration of a statute
of limitation period, with a corresponding benefit to the income tax provision.
In the next twelve months the Company may decrease the reserve for unrecognized
tax benefits for intercompany transactions by approximately $550 mainly due to
the expiration of a statute of limitation period. This item would impact the
income tax provision.
In 2007, the Company finalized an IRS examination for the period 2001-2003.
In September 2008, the Company was selected for a random IRS examination for tax
year 2006. Tax years 2005 and 2007 remain open to examination within the U.S.
The Company is also subject to exams in its significant non-U.S. jurisdictions
for 2003 and 2005 forward.
The Company is also subject to audits in various states for various years
in which it has filed income tax returns. Recently finalized state audits have
not resulted in material adjustments. Open years for the majority of states
where the Company files are 2005 and forward.
(6) NET INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Net inventories at September 30, 2008 and December 31, 2007 consist of the
following:
September 30, December 31,
2008 2007
------------- ------------
Finished goods $28,343 $25,646
Work in process 24,804 21,301
Raw materials 12,795 11,058
Supplies 3,564 3,435
------- -------
Total $69,506 $61,440
======= =======
10
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(7) LONG-TERM DEBT
In February 2007, proceeds from the sale of the businesses that comprised
the Bioproducts and Biopharma segments, as discussed in Note 12, were used to
repay all outstanding debt under a prior credit facility. Due to this repayment,
$841 was recorded in interest expense in 2007 related to the acceleration of
unamortized origination fees. In April 2007, the Company entered into a $200,000
five-year Syndicated Senior Revolving Credit Facility which expires in April
2012. The Company pays interest on this credit facility at LIBOR plus 1.25% -
2.00% based upon certain measurements of the Company's total indebtedness and
financial performance. The credit facility also includes financial covenants
regarding interest coverage and leverage ratios. The Company was in compliance
with all financial covenants at September 30, 2008. As of September 30, 2008 and
December 31, 2007 there was $121,000 and $101,600, respectively, outstanding
under this credit facility.
(8) STRATEGIC ALTERNATIVE COSTS AND RESTRUCTURING EXPENSES
Strategic Alternative Costs
Strategic alternative costs include costs that the Company has incurred
related to the decision to sell the businesses that comprised the Bioproducts
and Biopharma segments in February 2007 and costs associated with a project to
streamline the Company's legal structure. These costs are not considered part of
the restructuring program or a part of discontinued operations under current
accounting guidance.
Strategic alternative costs for the three and nine months ended September
30, 2008 were $833 and $1,408, respectively, primarily consisting of costs
associated with a project implemented in September 2008 to streamline the
Company's legal structure. Strategic alternative costs for the three and nine
months ended September 30, 2007 were $866 and $28,560, respectively, consisting
of change-in-control benefits, retention bonuses, costs associated with the
modification of employee stock options due to the payment of the special
dividend in connection with the divestiture and external advisor costs.
Corporate Office Restructuring
The Company announced plans to eliminate approximately 30 employee
positions at the corporate office upon completion of the sale of the businesses
that comprised the Bioproducts and Biopharma segments in February 2007. This
plan included certain one-time benefits for employees terminated and was
substantially completed as of December 31, 2007. For the three months ended
September 30, 2008 and 2007, the Company recognized expense of $45 and $451,
respectively. For the nine months ended September 30, 2008 and 2007, the Company
recognized expense of $295 and $4,034, respectively. The majority of these
expenses will be paid in cash.
The following table reflects the activity related to the severance reserve
through September 30, 2008:
2008 Activity
December 31, 2007 ------------------ September 30, 2008
Reserve Cash Reserve
Balance Expense Payments Balance
----------------- ------- -------- ------------------
Employee termination costs $812 $275 $(941) $146
---- ---- ----- ----
$812 $275 $(941) $146
==== ==== ===== ====
11
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(8) STRATEGIC ALTERNATIVE COSTS AND RESTRUCTURING CHARGES EXPENSES (CONTINUED)
Consolidation of Domestic Research and Development Activities
In November 2007, the Company announced that it would consolidate its
United States research and development ("R&D") activities and small scale active
pharmaceutical ingredient ("API") production into its facility in Charles City,
Iowa. As a result of the consolidation, the Company's New Jersey R&D facility
was substantially closed as of December 31, 2007. Due to the closure eighteen
employee positions have been eliminated.
The restructuring reserve at December 31, 2007 consisted of the present
value of the remaining lease payments under the Company's current operating
lease at the New Jersey R&D facility (reduced by estimated sublease income) of
$998 and severance of $356. Costs related to this plan are recorded as
restructuring expenses on the income statement. The operating lease expires in
December 2010. In accordance with accounting guidance, the severance and
retention charges are being recognized ratably over the remaining service
period. For the three months ended September 30, 2008 an additional charge of
$276 was recognized consisting primarily of rent and related costs. For the nine
months ended September 30, 2008 an additional charge of $1,174 was recognized
and consists primarily of rent and related costs. Lease payments are
approximately $1,400 per year. As a result of closing this facility, cost
savings going forward amount to approximately $2,100 per year related to
personnel costs which will be offset by continued lease expense.
The following table reflects the activity related to the restructuring
reserve through September 30, 2008:
2008 Activity
Decmeber 31, 2007 ------------------ September 30, 2008
Reserve Cash Reserve
Balance Expense Payments Balance
----------------- ------- -------- ------------------
Employee termination costs $ 356 $115 $(471) $ --
Present value of lease payments 998 8 (284) 722
------ ---- ----- ----
$1,354 $123 $(755) $722
====== ==== ===== ====
12
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(9) COMPREHENSIVE (LOSS)/INCOME
The following table shows the components of comprehensive (loss)/income for
the three and nine months ended September 30, 2008 and 2007:
Three months ended Nine months ended
September 30, September 30,
------------------- -------------------
2008 2007 2008 2007
-------- -------- -------- --------
Net income $ 2,797 $1,493 $ 8,879 $208,983
Foreign currency translation (24,022) 8,056 (11,018) 11,251
Reclassification adjustment for gain on disposition of
business on foreign currency translation included in
net income -- -- -- (483)
Unrealized (loss)/gain on hedging contracts, net of tax (293) 167 (311) 122
Unrealized loss on available-for-sale securities -- -- -- (442)
Reclassification adjustment for net realized gain on
available-for-sale securities included in net income -- (5) -- (675)
Pension, net of tax 132 114 397 706
Reclassification adjustment for loss on disposition of
business -- pension, included in net income -- -- -- 1,320
-------- ------ -------- --------
Total $(21,386) $9,825 $ (2,053) $220,782
======== ====== ======== ========
In the nine months ended September 30, 2007 the Company sold three
available-for-sale securities. For purposes of computing gains or losses, cost
is identified on a specific identification basis. The Company recorded a gain of
$675 within other income at the actual sale date.
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Domestic Pension Plans
The Company maintains two U.S. defined-benefit pension plans which cover
all eligible employees: the Nepera Hourly Pension Plan which covers the union
employees at the previously-owned Harriman, New York plant, and the Cambrex
Pension Plan which covers all other eligible employees.
13
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The components of net periodic pension cost for the Company's domestic
plans for the three and nine months ended September 30, 2008 and 2007 are as
follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2008 2007 2008 2007
------- -------- ------- -------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ -- $ 443 $ -- $ 1,000
Interest cost 878 900 2,634 2,698
Expected return on plan assets (1,021) (937) (3,063) (2,795)
Amortization of prior service costs 109 68 327 141
Recognized actuarial loss 24 52 72 156
Curtailments -- -- -- 414
------- ----- ------- -------
Net periodic benefit cost $ (10) $ 526 $ (30) $ 1,614
======= ===== ======= =======
The sale of the businesses that comprised the Bioproducts and Biopharma
segments in February 2007 required the Company to recognize a curtailment charge
of $337 for the pension plans in 2007 which is recorded in discontinued
operations.
In April 2007, the Board of Directors of the Company approved the
suspension of the domestic pension plans effective August 31, 2007. As a result,
the Company was required to recognize a curtailment charge of $77 in 2007. The
Company maintains a liability for the present value of all benefits earned by
plan participants through August 31, 2007.
The Company has a Supplemental Executive Retirement Plan ("SERP") for key
executives. This plan is non-qualified and unfunded.
The components of net periodic benefit cost for the Company's SERP Plan for
the three and nine months ended September 30, 2008 and 2007 is as follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2008 2007 2008 2007
------- -------- ------ --------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $-- $10 $ -- $ 53
Interest cost 76 75 228 224
Amortization of prior service cost -- 1 -- 2
Recognized actuarial loss 1 4 3 12
Curtailments -- -- -- 15
--- --- ---- ----
Net periodic benefit cost $77 $90 $231 $306
=== === ==== ====
14
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The sale of the businesses that comprised the Bioproducts and Biopharma
segments in February 2007 required the Company to recognize a curtailment charge
of $11 for the SERP plan in 2007 which is recorded in discontinued operations.
In April 2007, the Board of Directors of the Company approved the
suspension of the SERP plan effective August 31, 2007. As a result, the Company
was required to recognize a curtailment charge of $4 in 2007.
International Pension Plan
A foreign subsidiary of the Company maintains a pension plan for their
employees that conforms to the common practice in their respective country.
Based on local laws and customs, this plan is not funded.
The components of net periodic pension cost for the Company's international
plan for the three and nine months ended September 30, 2008 and 2007 are as
follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2008 2007 2008 2007
------- -------- ------ --------
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $137 $111 $ 411 $333
Interest cost 218 160 654 480
Recognized actuarial loss/(gain) 33 (17) 99 (51)
Amortization of prior service cost (2) (2) (6) (6)
---- ---- ------ ----
Net periodic benefit cost $386 $252 $1,158 $756
==== ==== ====== ====
Other Postretirement Benefits
Cambrex provides postretirement health and life insurance benefits
("postretirement benefits") to all eligible retired employees. Employees who
retire at or after age 55 with fifteen years of service are eligible to
participate in the postretirement benefit plans. Certain subsidiaries and all
employees hired after December 31, 2002 (excluding those covered by collective
bargaining) are not eligible for these benefits. The Company's responsibility
for such premiums for each plan participant is based upon years of service. Such
plans are self-insured and are not funded. Effective January 1, 2006, the
Cambrex Retiree Medical Plan no longer provides prescription coverage to
retirees or dependents age 65 or older.
15
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(10) RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
The components of net periodic benefit cost for the three and nine months
ended September 30, 2008 and 2007 are as follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2008 2007 2008 2007
---- ---- ---- -----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $ 6 $ 5 $ 18 $ 15
Interest cost 27 27 81 81
Actuarial loss recognized 14 16 42 50
Amortization of unrecognized prior service cost (39) (39) (117) (117)
---- ---- ----- -----
Net periodic benefit cost $ 8 $ 9 $ 24 $ 29
==== ==== ===== =====
(11) CONTINGENCIES
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary course
of its business activities. The Company continually assesses all known facts and
circumstances as they pertain to all legal and environmental matters and
evaluates the need for reserves and disclosures as deemed necessary based on
these facts and circumstances and as such facts and circumstances develop. These
matters, either individually or in the aggregate, could have a material adverse
effect on the Company's financial condition, operating results and cash flows in
a future reporting period.
Environmental
In connection with laws and regulations pertaining to the protection of the
environment, the Company and its subsidiaries are a party to several
environmental proceedings and remediation investigations and cleanups and, along
with other companies, have been named potentially responsible parties ("PRP")
for certain waste disposal sites ("Superfund sites"). Additionally, the Company
has retained the liability for certain environmental proceedings, associated
with the sale of the Rutherford Chemicals business.
Each of these matters is subject to various uncertainties, and it is
possible that some of these matters will be decided unfavorably against the
Company. The resolution of such matters often spans several years and frequently
involves regulatory oversight or adjudication. Additionally, many remediation
requirements are not fixed and are likely to be affected by future
technological, site, and regulatory developments. Consequently, the ultimate
extent of liabilities with respect to such matters, as well as the timing of
cash disbursements cannot be determined with certainty.
In matters where the Company has been able to reasonably estimate its
liability, the Company has accrued for the estimated costs associated with the
study and remediation of Superfund sites not owned by the Company and the
Company's current and former operating sites. These accruals were $6,504 and
$6,905 at September 30, 2008 and December 31, 2007, respectively. The decrease
in the accrual includes payments of $523 and the impact of currency of $135
partially offset by adjustments to reserves of $257. Based upon currently
available information and analysis, the Company's current accrual represents
management's best estimate of the probable and estimable costs associated with
environmental proceedings including amounts for investigation fees where
remediation costs may not be estimable at the reporting date.
16
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
CasChem ISRA
As a result of the sale of the Bayonne, New Jersey facility, the Company
became obligated to investigate site conditions and conduct required remediation
under the New Jersey Industrial Site Recovery Act ("ISRA"). The Company
completed a preliminary assessment of the site and submitted the preliminary
assessment to the New Jersey Department of Environmental Protection ("NJDEP").
The preliminary assessment identified potential areas of concern based on
historical operations and sampling of such areas commenced. The Company has
completed a second phase of sampling and determined that a third phase of
sampling is necessary to determine the extent of contamination and any necessary
remediation. The results of the completed and proposed sampling, and any
additional sampling deemed necessary, will be used to develop an estimate of the
Company's future liability for remediation costs, if any. The Company submitted
its plan for the third phase of sampling to the NJDEP during the fourth quarter
of 2005. The sampling will commence upon approval of the sampling plan.
Cosan
The Company's Cosan subsidiary conducted manufacturing operations in
Clifton, New Jersey from 1968 until 1979. Prior to the acquisition of Cosan by
the Company, the operations were moved to another location and thereafter
Cambrex purchased the business. In 1997, Cosan entered into an Administrative
Consent Order with the NJDEP. Under the Administrative Consent Order, Cosan was
required to complete an investigation of the extent of the contamination related
to the Clifton site and conduct remediation as may be necessary. During the
third quarter of 2005, the Company completed the investigation related to the
Clifton site, which extends to adjacent properties. The results of the
investigation caused the Company to increase its related reserves by $1,300 in
2005 based on the proposed remedial action plan. The Company submitted the
results of the investigation and proposed remedial action plan to the NJDEP. In
late 2006, the NJDEP requested that an additional investigation be conducted at
the site. The Company estimated that the additional work will cost approximately
$240, and as such, increased the related reserve in the first quarter of 2007.
The Company submitted its plan for additional work to the NJDEP in April 2007.
In August 2007 the NJDEP approved the Company's work plan and the additional
investigation has been partially completed. The Company has submitted an interim
report to NJDEP and is proceeding to complete the investigation. As of September
30, 2008, the reserve was $1,348. The results of the additional investigation
may impact the remediation plan and costs.
Additionally, there is a reserve of $950 as of September 30, 2008 for the
Cosan Carlstadt, N.J. site related to an Administrative Consent Order with the
NJDEP entered into in 1985 in connection with the acquisition of Cosan. In
September 2004, the reserve was increased based on the investigations completed
to date and the proposed Remedial Action Work Plan ("RAW") submitted to the
NJDEP for their approval. The NJDEP subsequently rejected the RAW and required
the Company to perform additional investigative work prior to approval of a new
RAW. The Company's reserves were increased to cover the additional investigative
work. The results of this additional investigative work may impact the RAW and
costs.
Berry's Creek
In March 2006, the Company received notice from the United States
Environmental Protection Agency ("USEPA") that two former operating subsidiaries
are considered PRPs at the Berry's Creek Superfund Site, Bergen County, New
Jersey. The operating companies are among many other PRPs that were listed in
the notice. Pursuant to the notice, the PRPs have been asked to perform a
remedial
17
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
investigation and feasibility study of the Berry's Creek Site. The Company has
met with the other PRPs. Both operating companies joined the group of PRPs and
filed a joint response to the USEPA agreeing to jointly negotiate to conduct or
fund (along with other PRPs) an appropriate remedial investigation and
feasibility study of the Berry's Creek Site. The PRPs have engaged technical and
allocation consultants to evaluate investigation and remedial alternatives and
develop a method to allocate related costs among the PRPs. In December 2007 the
PRPs reached a tentative agreement on the allocation of the site investigation
costs and at September 30, 2008 the Company's reserve was $498. The
investigation is expected to take several years and at this time it is too early
to predict the extent of any additional liabilities.
Nepera, Inc. - Maybrook and Harriman Sites
In 1987, Nepera, Inc. ("Nepera") was named a PRP along with certain prior
owners of the Maybrook Site in Hamptonburgh, New York by the USEPA in connection
with the disposition, under appropriate permits, of wastewater at that site
prior to Cambrex's acquisition of Nepera in 1986. The Maybrook Site is on the
USEPA's National Priorities List for remedial work. A prior owner of the Nepera
facility has participated with Nepera in the performance of a remedial
investigation and feasibility study for the Maybrook Site. In September 2007,
the USEPA issued the Record of Decision ("ROD") which describes the remedial
plan for the Maybrook Site. The USEPA also issued the Company and the prior
owner a Notice of Potential Liability and the recipients have signed a Consent
Decree to complete the ROD and pay the USEPA certain past oversight costs and
have provided the USEPA with appropriate financial assurance, including a letter
of credit to guarantee the recipient's obligation under the Consent Decree.
In 1987, Nepera was also named as a responsible party along with certain
prior owners of the Harriman, New York production facility by the New York State
Department of Environmental Conservation in connection with contamination at the
Harriman Site. A prior owner of the Nepera facility has participated with Nepera
in the performance of the remedial investigation and feasibility study for the
Harriman Site. In 1997, a final ROD was issued which describes the remediation
plan for the site. Nepera and the prior owner have been implementing the ROD
since 1997.
Until 1997, reserves were assessed and established based on the information
available. In November 1997, a settlement was reached between Nepera, Inc., the
former owner mentioned above, and the original owner of the Harriman operations,
pertaining to past and future costs of remediating the Maybrook and Harriman
Sites ("the Sites"). Under the terms of the settlement, the original site owner
paid approximately $13,000 to provide for past and future remediation costs at
the two sites in exchange for a release from the requirement to clean up the two
sites, and the settlement funds were placed in a trust for the benefit of
remediating the two sites on behalf of Nepera and the other former site owner.
Nepera and the prior owner were reimbursed their past costs from the trust.
Nepera had believed that the remaining funds available in the trust would be
sufficient to provide for the future remediation costs for the Sites.
Accordingly, the estimated range of liability for the Sites was offset against
the settlement funds.
Based on currently available information, Nepera believed that the current
trust balance would not cover the remaining work to be completed at Harriman and
under the final Maybrook ROD issued in September 2007. As such the Company
increased its reserve by $1,000 during 2007, which was recorded in discontinued
operations, for its expected share of the shortfall based on currently available
information. As of September 30, 2008, the reserve recorded on the books was
$1,200. The foregoing matters were retained by Nepera under the 2003 Purchase
Agreement as well as the settlement reached in the Rutherford matter.
18
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
Solvent Recoveries Superfund Site
In 1992, the USEPA notified Humphrey Chemical Co., Inc. ("Humphrey") of its
possible involvement as one of approximately 1,300 PRPs at a Superfund site
("the site") in Southington, Connecticut, once operated by Solvent Recoveries,
Inc. Humphrey joined the PRP group, which has agreed with the USEPA to perform a
Remedial Investigation/Feasibility Study ("RIFS"). The RIFS has been completed
and the USEPA has proposed remediation of the Site. In September 2008, Humphrey
agreed to enter into a consent decree and settlement with the other PRPs and the
USEPA whereby Humphrey agreed to pay a settlement amount of $353 with an initial
payment of $106 and the remaining $247 to be paid in installments over time as
the remediation proceeds. The Company continues to reserve for the unpaid
portion of the settlement and has entered into a letter of credit to guarantee
the payment obligation under the settlement.
The Company is involved in other matters where the range of liability is
not reasonably estimable at this time and it is not determinable when
information will become available to provide a basis for adjusting or recording
an accrual, should an accrual ultimately be required.
Litigation and Other Matters
Mylan Laboratories
In 1998 the Company and its subsidiary Profarmaco S.r.l. (currently known
as Cambrex Profarmaco Milano S.r.l.") ("Profarmaco") were named as defendants
(along with Mylan Laboratories, Inc. ("Mylan") and Gyma Laboratories of America,
Inc., ("Gyma") Profarmaco's distributor in the United States) in a proceeding
instituted by the Federal Trade Commission ("FTC") in the United States District
Court for the District of Columbia (the "District Court"). Suits were also
commenced by several State Attorneys' General. The suits alleged violations of
the Federal Trade Commission Act arising from exclusive license agreements
between Profarmaco and Mylan covering two APIs. The FTC and Attorneys' General
suits were settled in February 2001, with Mylan (on its own behalf and on behalf
of Profarmaco and Cambrex) agreeing to pay over $140,000 and with Mylan,
Profarmaco and Cambrex agreeing to monitor certain future conduct.
The same parties including the Company and Profarmaco have also been named
in purported class action complaints brought by private plaintiffs in various
state courts on behalf of purchasers of the APIs in generic form, making
allegations similar to those raised in the FTC's complaint and seeking various
forms of relief including treble damages. All of these cases have been resolved
except for one brought by three health care insurers known as In Re Lorazepam &
Clorazepate Antitrust Litigation.
In April 2003, Cambrex reached an agreement with Mylan under which Cambrex
would contribute $12,415 to the settlement of litigation brought by a class of
direct purchasers which has been fully paid as of September 30, 2008. In
exchange, Cambrex and Profarmaco received from Mylan a release and full
indemnity against future costs or liabilities in related litigation brought by
purchasers, as well as potential future claims related to this matter.
In February 2008 the District Court, in the In Re Lorazepam & Clorazepate
Antitrust Litigation, entered judgment after trial against Mylan, Gyma and
Cambrex in the amount of $8,355, payable jointly and severally, and also a
punitive damage award against each of Mylan, Gyma and Cambrex in the amount of
$16,709. In addition, in October 2008, the District Court ruled that Mylan, Gyma
and Cambrex were also
19
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
subject to a total of approximately $7,000 in prejudgment interest. The parties
will appeal the awards. Cambrex expects any payment of the judgment against it
to be made by Mylan under the indemnity described above.
Vitamin B-3
In May 1998, Nepera, which manufactured and sold niacinamide ("Vitamin
B-3"), received a Federal Grand Jury subpoena for the production of documents
relating to the pricing and possible customer allocation with regard to that
product. In 2000, Nepera reached an agreement with the government as to its
alleged role in Vitamin B-3 violations from 1992 to 1995. The Canadian
government claimed similar violations. All government suits in the U.S. and
Canada have been concluded.
Nepera has been named as a defendant, along with several other companies,
in a number of private civil actions brought on behalf of alleged purchasers of
Vitamin B-3. The actions seek injunctive relief and unspecified but substantial
damages. All cases have been settled within established reserve amounts.
The balance of the reserves recorded within accrued liabilities related to
this matter is $1,577 as of September 30, 2008 and is sufficient to cover the
settlement.
Baltimore Litigation
In 2001, the Company acquired the biopharmaceutical manufacturing business
in Baltimore (the "Baltimore Business"). The sellers of the Baltimore Business
filed suit against the Company alleging that the Company made false
representations during the negotiations on which the sellers relied in deciding
to sell the business and that the Company breached its obligation to pay
additional consideration as provided in the purchase agreement which was
contingent on the performance of the Baltimore Business.
In August 2007 the United States District Court, Southern District of New
York, granted the Company's pending Motion for Summary Judgment in the Baltimore
Litigation. The Company's Motion had been pending since late 2006. The Sellers
have filed a notice of appeal. Management continues to believe the matter to be
without merit and continues its defense of this matter. Appellate briefs have
been exchanged and the parties are awaiting a date for oral arguments to be
scheduled.
Other
The Company has commitments incident to the ordinary course of business
including corporate guarantees of certain subsidiary obligations to the
Company's lenders related to financial assurance obligations under certain
environmental laws for remediation, closure and third party liability
requirements of certain of its subsidiaries and a former operating location;
contract provisions for indemnification protecting its customers and suppliers
against third party liability for manufacture and sale of Company products that
fail to meet product warranties and contract provisions for indemnification
protecting licensees against intellectual property infringement related to
licensed Company technology or processes.
Additionally, as permitted under Delaware law, the Company indemnifies its
officers and directors for certain events or occurrences while the officer or
director is, or was, serving at the Company's request in such capacity. The term
of the indemnification period is for the officer's or director's lifetime. The
maximum potential amount of future payments the Company could be required to
make under these indemnification agreements is unlimited; however, the Company
has a Director and Officer insurance policy that covers a
20
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(dollars in thousands, except share data)
(11) CONTINGENCIES (CONTINUED)
portion of any potential exposure. The Company currently believes the estimated
fair value of its indemnification agreements is not significant based on
currently available information, and as such, the Company has no liabilities
recorded for these agreements as of September 30, 2008.
In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings that are not considered material at this
time.
(12) DISCONTINUED OPERATIONS
In February 2007, the Company completed the sale of the businesses that
comprised the Bioproducts and Biopharma segments (excluding certain liabilities)
for total cash consideration of $463,914, including working capital adjustments.
As a result of the transaction, the Company reported a gain of $235,489 in 2007
and all periods presented reflect the results of these businesses as
discontinued operations.
The following table reflects revenues and income from the discontinued
operations:
Three months ended Nine months ended
September 30, 2007 September 30, 2007
------------------ ------------------
Revenues $ -- $ 20,335
======= ========
Pre-tax income from operations of discontinued
operations $ -- $ 545
Gain on sale of Bioproducts and Biopharma
segments (69) 235,538
Rutherford litigation settlement -- (4,602)
Rutherford environmental reserve adjustment (400) (400)
------- --------
(Loss)/income from discontinued operations
before income taxes $ (469) $231,081
(Benefit)/provision for income taxes (4,698) 7,374
------- --------
Income from discontinued operations, net of tax $ 4,229 $223,707
======= ========
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 following significant events occurred during the third quarter of 2008:
- Sales increased 3.2% (-1.7% excluding foreign currency impact)
compared to third quarter 2007.
RESULTS OF OPERATIONS
COMPARISON OF THIRD QUARTER 2008 VERSUS THIRD QUARTER 2007
Gross sales in the third quarter 2008 of $56,508 were $1,766 or 3.2% above
the third quarter 2007. Gross sales were favorably impacted 4.9% due to exchange
rates reflecting a weaker U.S. dollar. Excluding the currency impact, sales
decreased 1.7%. The decrease is primarily due to fewer custom development
projects, lower volumes of certain products based on the Company's proprietary
technologies and lower volumes of feed additives as a result of the Company's
late 2007 decision to exit this business partially offset by higher sales of
generic active pharmaceutical ingredients ("APIs"), particularly certain
controlled substances. Lower pricing on a key gastrointestinal API and certain
generic APIs also contributed to the lower sales.
The following table reflects sales by geographic area for the three months
ended September 30, 2008 and 2007:
2008 2007
------- -------
North America $19,465 $17,951
Europe 33,029 33,220
Asia 1,041 1,575
Other 2,973 1,996
------- -------
Total Gross Sales $56,508 $54,742
======= =======
Gross margins decreased to 28.7% in the third quarter 2008 from 33.8% in
the third quarter 2007. This decrease is primarily due to lower pricing on a key
gastrointestinal API, higher costs, mainly associated with the start-up of the
finishing facility at the Milan facility, and unfavorable product mix. Gross
margins were favorably impacted 2.9% due to foreign currency exchange.
Selling, general and administrative expenses of $8,767 or 15.5% of gross
sales in the third quarter 2008 decreased from $10,669, or 19.5% in the third
quarter 2007. The decrease in expense is due mainly to lower costs as a result
of the restructuring of the corporate office and cost savings at the operating
sites, partially offset by a negative impact from foreign currency.
In November 2007 the Company announced that it would consolidate its United
States research and development ("R&D") activities and small scale active API
production into its facility in Charles City, Iowa. This consolidation was
substantially completed at December 31, 2007. All costs, net of expected
sublease income, related to the existing operating lease at the New Jersey R&D
facility will be recorded as restructuring expenses in the income statement.
During the third quarter of 2008, the Company recorded $321 in restructuring
expenses, the majority of which relates to rent at the New Jersey R&D facility.
During the third quarter 2007 the Company recorded $451 in restructuring
expenses primarily consisting of severance and retention bonuses related to the
restructuring of the corporate office.
22
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THIRD QUARTER 2008 VERSUS THIRD QUARTER 2007 (CONTINUED)
Strategic alternative costs for the third quarter 2008 were $833, primarily
consisting of costs associated with a project to streamline the Company's legal
structure. Strategic alternative costs for the third quarter 2007 were $866,
consisting of change-in-control benefits, retention bonuses, costs associated
with the modification of employee stock options due to the payment of the
special dividend in connection with the divestiture and external advisor costs.
Research and development expenses of $1,772 were 3.1% of gross sales in the
third quarter 2008, compared to $3,062 or 5.6% of gross sales in the third
quarter 2007. The decrease is primarily due to the Company's decision in 2007 to
consolidate its New Jersey technical center with its R&D operations in Iowa to
create increased operating efficiencies. The Company also utilized certain R&D
personnel on custom development projects resulting in these costs being
classified as cost of goods sold.
Operating profit in the third quarter of 2008 was $4,542 compared to $3,473
in the third quarter 2007. The results reflect lower operating expenses at the
corporate office partially offset by lower gross margins as discussed above.
Net interest expense was $956 in the third quarter 2008 compared to $1,069
in the third quarter 2007. Third quarter 2008 results reflect lower interest
rates partially offset by higher average debt compared to the third quarter
2007. The average interest rate on debt was 4.7% in the third quarter 2008
versus 7.3% in the third quarter 2007.
The effective tax rate for the third quarter 2008 was 9.8% compared to
247.4% in the third quarter 2007. The tax provision in the third quarter 2008
was $304 compared to $4,592 in the third quarter 2007. This change is due to
changes in the geographic mix of pre-tax earnings, the recognition of a tax
benefit in continuing operations in 2007 as a result of the sale of the
businesses that comprised the Bioproducts and Biopharma segments in the first
quarter of 2007, reduced tax rates in Italy, benefits due to the expiration of a
statute of limitations, benefits for tax loss carrybacks, and incremental
benefits of the project to streamline the Company's legal structure. The Company
maintains a full valuation allowance against its domestic, and certain foreign,
net deferred tax assets and will continue to do so until an appropriate level of
profitability is sustained or tax strategies can be developed that would enable
the Company to conclude that it is more likely than not that a portion of these
net deferred assets would be realized. As such, improvements in pre-tax income
in the future within these jurisdictions where the Company maintains a valuation
allowance may result in these tax benefits ultimately being realized. However,
there is no assurance that such improvements will be achieved.
Income from continuing operations in the third quarter 2008 was $2,797, or
$0.10 per diluted share, versus a loss of $2,736, or $0.09, per diluted share in
the same period a year ago.
COMPARISON OF FIRST NINE MONTHS 2008 VERSUS FIRST NINE MONTHS 2007
Gross sales for the first nine months of 2008 of $184,440 were $1,620, or
0.9% higher than the first nine months of 2007. Gross sales were favorably
impacted 6.3% due to exchange rates reflecting a weaker U.S. dollar in the first
nine months of 2008 versus 2007. Excluding the impact of foreign currency, the
main drivers were lower revenues from custom development projects, lower volumes
and pricing of generic APIs, lower volumes of certain products based on the
Company's proprietary technologies and lower sales of fine chemicals and feed
additives partially offset by higher sales of controlled substances.
23
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2008 VERSUS FIRST NINE MONTHS 2007 (CONTINUED)
The following table shows sales by geographic area for the nine months
ended September 30, 2008 and 2007:
2008 2007
-------- --------
North America $ 65,200 $ 63,253
Europe 104,911 107,797
Asia 8,228 6,081
Other 6,101 5,689
-------- --------
Total Gross Sales $184,440 $182,820
======== ========
Gross margins decreased to 31.4% in the first nine months of 2008 compared
to 36.6% in the first nine months of 2007. The decrease in margins is due to
lower pricing, higher costs and unfavorable product mix. Gross margins were
unfavorably impacted 0.4% due to foreign currency exchange.
Selling, general and administrative expenses of $31,511, or 17.1% of gross
sales in the first nine months of 2008 decreased from $36,572 or 20.0% in the
first nine months of 2007. The decrease in expense is due mainly to lower costs
as a result of the restructuring of the corporate office and lower legal fees
partially offset by the acceleration of restricted stock and stock options
previously awarded to the former CEO and a negative impact from foreign currency
exchange. Spending at the operating sites was also lower.
In November 2007 the Company announced that it would consolidate its United
States research and development ("R&D") activities and small scale API
production into its facility in Charles City, Iowa. This consolidation was
substantially completed at December 31, 2007. All costs, net of expected
sublease income, related to the existing operating lease at the New Jersey R&D
facility will be recorded as restructuring expenses in the income statement.
During the first nine months of 2008, the Company recorded $1,469 in
restructuring expenses. Closure costs at the New Jersey R&D facility consists
mainly of rent and related costs of $1,174. Also included in restructuring
expenses is approximately $295 in severance and related costs related to the
restructuring of the corporate office. During the first nine months of 2007 the
Company recorded $4,034 in restructuring expenses primarily consisting of
severance and retention bonuses related to the restructuring of the corporate
office.
Strategic alternative costs for the first nine months of 2008 were $1,408,
primarily consisting of costs associated with a project to streamline the
Company's legal structure, stock option modification expense related to the
payment of the special dividend and change-in-control benefits. Strategic
alternative costs for the first nine months of 2007 were $28,560, consisting of
change-in-control benefits, retention bonuses, costs associated with the
modification of employee stock options due to the payment of the special
dividend in connection with the divestiture and external advisor costs.
Research and development expenses of $5,945 or 3.2% of gross sales in the
first nine months of 2008 compared to $8,623 or 4.7% of gross sales in the first
nine months of 2007. The decrease is primarily due to the Company's decision in
2007 to consolidate its New Jersey technical center with its R&D operations in
Iowa to create increased operating efficiencies. The Company also utilized
certain R&D personnel on custom development projects resulting in these costs
being classified as cost of goods sold.
Operating profit in the first nine months of 2008 was $17,642 compared to a
loss of $10,935 in the first nine months of 2007. The results reflect lower
operating expenses, mainly from lower strategic alternative and restructuring
costs partially offset by lower gross margins, as discussed above.
24
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF FIRST NINE MONTHS 2008 VERSUS FIRST NINE MONTHS 2007 (CONTINUED)
Net interest expense was $2,302 in the first nine months of 2008 compared
to net interest income of $1,341 in the first nine months of 2007 primarily
reflecting higher average debt partially offset by lower interest rates. The
first nine months of 2007 also includes the acceleration of unamortized
origination fees related to the repayment of the credit facility of $841.
Interest income was also considerably lower in the first nine months of 2008
compared to 2007 due to interest earned on the proceeds from the sale of the
businesses that comprised the Bioproducts and Biopharma segments in 2007. The
average interest rate was 4.9% in the first nine months of 2008 versus 7.0% in
the first nine months of 2007.
The effective tax rate for the first nine months of 2008 was 40.3% compared
to -39.9% in the first nine months of 2007. The tax provision in the first nine
months of 2008 was $6,002 compared to $4,200 in the first nine months of 2007.
This change is due to changes in the geographic mix of pre-tax earnings, the
recognition of a tax benefit in continuing operations in 2007 as a result of the
sale of the businesses that comprised the Bioproducts and Biopharma segments in
the first quarter of 2007, the reduction of tax rates in Italy, benefits due to
the expiration of a statute of limitations, benefits for tax loss carrybacks,
and incremental benefits of the project to streamline the Company's legal
structure. The Company maintains a full valuation allowance against its
domestic, and certain foreign, net deferred tax assets and will continue to do
so until an appropriate level of profitability is sustained or tax strategies
can be developed that would enable the Company to conclude that it is more
likely than not that a portion of these net deferred assets would be realized.
As such, improvements in pre-tax income in the future within these jurisdictions
where the Company maintains a valuation allowance may result in these tax
benefits ultimately being realized. However, there is no assurance that such
improvements will be achieved.
Income from continuing operations for the first nine months of 2008 was
$8,879, or $0.31 per diluted share, versus a loss of $14,724, or $0.52 per
diluted share, in the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $9,315 in the first nine months of
2008. During the first nine months of 2008, cash used in operations was $2,902
versus $509 in the same period a year ago. The decrease in cash flows from
operations in the first nine months of 2008 versus the first nine months of 2007
is due primarily to the pay down of several year end accruals, including change
in control payments and the Rutherford settlement, and an increase in
inventories based on expected timing of shipments.
Cash flows used in investing activities in the first nine months of 2008 of
$24,192 primarily reflects capital expenditures of $22,908 compared to $15,007
in 2007. Part of the funds in 2008 were used for a new mid-scale Pharma
manufacturing facility in Karlskoga, Sweden, an API purification facility in
Milan, Italy and capital improvements to existing facilities.
Cash flows provided by financing activities in the first nine months of
2008 of $19,428 primarily represent net borrowings of $19,461. In the first nine
months of 2007 financing activities include a net pay down of debt of $61,665
and dividends paid of $402,333 partially offset by proceeds from stock options
exercised of $21,811.
During the first nine months of 2007, the Company paid cash dividends of
$14.03 per share, of which $14.00 was a special dividend.
The Company believes that cash flows from operations along with funds
available from a revolving line of credit will be adequate to meet the
operational and debt servicing needs of the Company, but no assurances can be
given that this will continue to be the case, especially in light of the recent
unprecedented volatility in worldwide credit markets.
25
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Statement No. 157 "Fair Value Measurements" ("FAS 157"). This statement
defines fair value, establishes a framework for measuring fair value in GAAP,
and expands disclosures about fair value measurements. This statement will apply
whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to
any new circumstances. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Relative to FAS 157, the FASB issued FASB Staff Position 157-2,
which defers the effective date of FAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis, until fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years. The effect of adopting this pronouncement (related to financial assets
and financial liabilities) did not have a material impact on the Company's
financial position or results of operations. The Company is currently evaluating
the potential impact of this statement (related to nonfinancial assets and
nonfinancial liabilities).
Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans
The Company adopted FASB Statement No. 158 "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("FAS 158") for the year ended December
31, 2006. FAS 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as an asset or
liability in the balance sheet and to recognize changes in that funded status in
the year in which the changes occur through comprehensive income. This statement
does not impact the amounts recognized in the income statement.
FAS 158 also requires an employer to measure the funded status of a plan as
of the date of the fiscal year end balance sheet. The Company's pension plans
and postretirement benefits plan previously had a September 30 measurement date.
The Company will adopt this measurement requirement effective December 31, 2008.
The effect of adopting this pronouncement will not have a material impact on the
Company's financial position or results of operations.
Fair Value Option for Financial Assets and Financial Liabilities
The Company adopted FASB Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("FAS 159") effective January 1, 2008. This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings at each subsequent
reporting date. The effect of adopting this pronouncement did not have a
material impact on the Company's financial position or results of operations.
Amendment of FAS 141
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007),
"Business Combinations" ("FAS 141R"). Under FAS 141R, an acquiring entity will
be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition date fair value with limited exceptions. FAS 141R
will change the accounting treatment for certain specific items, including:
26
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
- acquisition costs will generally be expensed as incurred;
- noncontrolling interests will be valued at fair value at the
acquisition date;
- acquired contingent liabilities will be recorded at fair value at
the acquisition date and subsequently measured at either the
higher of such amount or the amount determined under existing
guidance for non-acquired contingencies;
- in-process research and development will be recorded at fair
value as an indefinite-lived intangible asset at the acquisition
date until the completion or abandonment of the associated
research and development efforts;
- restructuring costs associated with a business combination will
be generally expensed subsequent to the acquisition date; and
- changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect
income tax expense.
FAS 141R also includes a substantial number of new disclosure requirements.
FAS 141R applies prospectively to business combinations (except for income taxes
which applies to prior as well as future acquisitions) for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the
Company will adopt this statement on January 1, 2009.
Amendment of FAS 133
In March 2008, the FASB issued FASB Statement No. 161 "Disclosures about
Derivative Instruments and Hedging Activities--an amendment of FASB Statement
No. 133" ("FAS 161"). This statement requires enhanced disclosures about
derivative and hedging activities and thereby improves the transparency of
financial reporting. FAS 161 encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. This statement is effective
for fiscal years beginning after November 15, 2008. The effect of adopting this
pronouncement will not have an impact on the Company's financial position or
results of operations.
27
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under The
Securities Exchange Act of 1934, as amended, including, without limitation,
statements regarding expected performance, especially expectations with respect
to sales, research and development expenditures, earnings per share, capital
expenditures, acquisitions, divestitures, collaborations, or other expansion
opportunities. These statements may be identified by the fact that they use
words such as "expects," "anticipates," "intends," "estimates," "believes" or
similar expressions are used in connection with any discussion of future
financial and operating performance. Any forward-looking statements are
qualified in their entirety by reference to the factors discussed throughout
this Form 10-Q. Any forward-looking statements contained herein are based on
current plans and expectations and involve risks and uncertainties that could
cause actual outcomes and results to differ materially from current expectations
including, but not limited to, global economic trends, pharmaceutical
outsourcing trends, competitive pricing or product developments, government
legislation and regulations (particularly environmental issues), tax rate,
interest rate, technology, manufacturing and legal issues, including the outcome
of outstanding litigation disclosed in the Company's public filings, changes in
foreign exchange rates, uncollectible receivables, loss on disposition of
assets, cancellation or delays in renewal of contracts, lack of suitable raw
materials or packaging materials, the Company's ability to receive regulatory
approvals for its products and the accuracy of the Company's current estimates
with respect to its earnings and profits for tax purposes in 2007. Any
forward-looking statement speaks only as of the date on which it is made, and
the Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.
New factors emerge from time to time and it is not possible for us to predict
which will arise. In addition, the Company cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
For further details and a discussion of these and other risks and
uncertainties, investors are cautioned to review the Cambrex 2007 Annual Report
on Form 10-K, including the Forward-Looking Statement section therein, and other
filings with the U.S. Securities and Exchange Commission. The Company undertakes
no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.
28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposure to market risk during
the first nine months of 2008. For a discussion of the Company's exposure to
market risk, refer to Part II, Item 7A, "Quantitative and Qualitative
Disclosures about Market Risk," contained in the Company's Annual Report on Form
10-K for the period ended December 31, 2007.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures
designed to provide reasonable assurance that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. Disclosure
controls are also designed to reasonably assure that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. Disclosure controls include components of
internal control over financial reporting, which consists of control processes
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with
generally accepted accounting principles in the United States.
We have carried out an evaluation under the supervision of, and with the
participation of, our management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of September 30, 2008. The Company's
management has concluded that the financial statements included in this Form
10-Q are a fair presentation in all material respects the Company's financial
position, results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles.
There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and
the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting
during the quarter ended September 30, 2008.
29
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
ITEM 1. LEGAL PROCEEDINGS
See the discussion under Part I, Item 1, Note 11 to the Consolidated
Financial Statements.
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors and uncertainties
during the first nine months of 2008. For a discussion of the Risk Factors,
refer to Part I, Item 1A, "Risk Factors," contained in the Company's Annual
Report on Form 10-K for the period ended December 31, 2007.
ITEM 6. EXHIBITS
Exhibits
1. Exhibit 31.1 - CEO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
2. Exhibit 31.2 - CFO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
3. Exhibit 32.1 - CEO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
4. Exhibit 32.2 - CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBREX CORPORATION
By /s/ Gregory P. Sargen
------------------------------------------
Gregory P. Sargen
Vice President and Chief Financial Officer
(On behalf of the Registrant and as the
Registrant's Principal Financial Officer)
Dated: November 5, 2008
31