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CBM > SEC Filings for CBM > Form 10-Q on 6-Aug-2008All Recent SEC Filings

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Form 10-Q for CAMBREX CORP


6-Aug-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE OVERVIEW

The following significant events occurred during the second quarter of 2008:

- Cambrex appointed Steven M. Klosk as President and CEO.

- Sales increased 5% (-2.6% excluding foreign currency impact) compared to second quarter 2007.

RESULTS OF OPERATIONS

COMPARISON OF SECOND QUARTER 2008 VERSUS SECOND QUARTER 2007

Gross sales in the second quarter 2008 of $66,226 were $3,145 or 5.0% above the second quarter 2007. Gross sales were favorably impacted 7.6% due to exchange rates reflecting a weaker U.S. dollar. Excluding the currency impact, sales decreased 2.6% and is primarily due to lower sales of generic active pharmaceutical ingredients ("APIs") partially offset by higher custom manufacturing revenues. Custom development revenues were flat compared to the prior year. Increased custom manufacturing volumes were partially offset by lower pricing.

The following table reflects sales by geographic area for the three months ended June 30, 2008 and 2007:

                         2008      2007
                       -------   -------
North America          $24,449   $22,829
Europe                  37,146    36,010
Asia                     3,616     2,499
Other                    1,015     1,743
                       -------   -------
   Total Gross Sales   $66,226   $63,081
                       =======   =======

Gross margins decreased to 29.9% in the second quarter 2008 from 37.9% in the second quarter 2007. This decrease is primarily due to unfavorable product mix, lower pricing on a key gastrointestinal API and higher costs, mainly associated with the start-up of the finishing facility at the Milan facility. Gross margins were unfavorably impacted 1.2% due to foreign currency exchange.

Selling, general and administrative expenses of $11,410 or 17.2% of gross sales in the second quarter 2008 increased from $10,556, or 16.7% in the second quarter 2007. The increase in expense is due mainly to the acceleration of restricted stock and stock options previously awarded to the former CEO and an unfavorable impact from foreign currency exchange. Spending at the operating sites was relatively flat, net of the impact of foreign currency.

In November 2007 the Company announced that it would consolidate its United States research and development ("R&D") activities and small scale active pharmaceutical ingredient ("API") production into its facility in Charles City, Iowa. This consolidation was substantially completed at December 31, 2007. All costs, net of expected sublease income, related to the existing operating lease at the New Jersey R&D facility will be recorded as restructuring expenses in the income statement. During the second quarter of 2008, the Company recorded $514 in restructuring expenses. This charge consists of $285 in rent and

RESULTS OF OPERATIONS (CONTINUED)

COMPARISON OF SECOND QUARTER 2008 VERSUS SECOND QUARTER 2007 (CONTINUED)

related costs, and $52 in relocation and closure costs at the New Jersey R&D facility. Also included in restructuring expenses is $177 in severance and related costs related to the restructuring of the corporate headquarters. During the second quarter of 2007 the Company recorded $1,901 in restructuring expenses primarily consisting of severance and retention bonuses related to the restructuring of the corporate headquarters.

Strategic alternative costs for the three months ended June 30, 2008 were $398, primarily consisting of costs associated with a project to streamline the Company's legal structure. Strategic alternative costs for the three months ended June 30, 2007 were $4,564, consisting of change-in-control benefits, retention bonuses, costs associated with the modification of employee stock options due to the payment of the special dividend in connection with the divestiture and external advisor costs.

Research and development expenses of $1,917 were 2.9% of gross sales in the second quarter 2008, compared to $2,961 or 4.7% of gross sales in the second quarter 2007. The decrease is primarily due to the Company's decision in 2007 to consolidate its New Jersey technical center with its R&D operations in Iowa to create increased operating efficiencies. The Company also utilized certain R&D personnel on custom development projects resulting in these costs being classified as cost of goods sold.

Operating profit in the second quarter of 2008 was $5,572 compared to $3,956 in the second quarter of 2007. The results reflect lower operating expenses due to lower strategic alternative costs and restructuring expenses partially offset by lower gross margins as discussed above.

Net interest expense was $640 in the second quarter of 2008 compared to net interest income of $871 in the second quarter of 2007. These results primarily reflect considerably higher interest income in the second quarter of 2007 compared to 2008 due to interest earned on the proceeds from the sale of the businesses that comprised the Bioproducts and Biopharma segments. Second quarter of 2008 results also reflect higher average debt partially offset by lower interest rates compared to the second quarter of 2007. The average interest rate on debt was 4.2% in the second quarter of 2008 versus 7.5% in the second quarter of 2007.

The effective tax rate for the second quarter 2008 was 62.0% compared to 44.5% in the second quarter 2007. The tax provision in the second quarter 2008 was $2,997 compared to $1,971 in the second quarter of 2007. This change is due to changes in the geographic mix of pre-tax earnings, as well as the recognition of a tax benefit in continuing operations as a result of the sale of the businesses that comprised the Bioproducts and Biopharma segments in the first quarter of 2007. The Company maintains a full valuation allowance against its domestic, and certain foreign, net deferred tax assets and will continue to do so until an appropriate level of profitability is sustained or tax strategies can be developed that would enable the Company to conclude that it is more likely than not that a portion of these net deferred assets would be realized. As such, improvements in pre-tax income in the future within these jurisdictions where the Company maintains a valuation allowance may result in these tax benefits ultimately being realized. However, there is no assurance that such improvements will be achieved.

Income from continuing operations in the second quarter of 2008 was $1,836, or $0.06 per diluted share, versus $2,455, or $0.08, per diluted share in the same period a year ago.

RESULTS OF OPERATIONS (CONTINUED)

COMPARISON OF FIRST SIX MONTHS 2008 VERSUS FIRST SIX MONTHS 2007

Gross sales for the first six months of 2008 of $127,932 were relatively flat compared to the first six months of 2007. Gross sales were favorably impacted 6.9% due to exchange rates reflecting a weaker U.S. dollar in the first six months of 2008 versus 2007. Excluding the impact of foreign currency, the main drivers were lower sales of generic APIs and lower sales of a gastrointestinal API.

The following table shows sales by geographic area for the six months ended June 30, 2008 and 2007:

                         2008       2007
                       --------   --------
North America          $ 45,735   $ 45,302
Europe                   71,882     74,577
Asia                      7,187      4,506
Other                     3,128      3,693
                       --------   --------
   Total Gross Sales   $127,932   $128,078
                       ========   ========

Gross margins decreased to 32.6% in the first six months of 2008 compared to 37.7% in the first six months of 2007. The decrease in margins is due to unfavorable product mix, higher costs and lower pricing. Gross margins were unfavorably impacted 1.8% due to foreign currency exchange.

Selling, general and administrative expenses of $22,744 or 17.8% of gross sales in the first six months of 2008 decreased from $25,903 or 20.2% in the first six months of 2007. The decrease in expense is due primarily to lower administration expenses related to personnel costs and legal fees partially offset by the acceleration of restricted stock and stock options previously awarded to the former CEO and the impact of foreign currency exchange.

In November 2007 the Company announced that it would consolidate its United States research and development ("R&D") activities and small scale active pharmaceutical ingredient ("API") production into its facility in Charles City, Iowa. This consolidation was substantially completed at December 31, 2007. All costs, net of expected sublease income, related to the existing operating lease at the New Jersey R&D facility will be recorded as restructuring expenses in the income statement. During the first six months of 2008, the Company recorded $1,148 in restructuring expenses. Closure costs at the New Jersey R&D facility consists of $596 in rent and related costs, severance of $115 and relocation and closure costs of $187. Also included in restructuring expenses is approximately $250 in severance and related costs related to the restructuring of the corporate office. During the first six months of 2007 the Company recorded $3,583 in restructuring expenses primarily consisting of severance and retention bonuses related to the restructuring of the corporate headquarters.

Strategic alternative costs for the six months ended June 30, 2008 were $575, primarily consisting of costs associated with a project to streamline the Company's legal structure. Strategic alternative costs for the six months ended June 30, 2007 were $27,694, consisting of change-in-control benefits, retention bonuses, costs associated with the modification of employee stock options due to the payment of the special dividend in connection with the divestiture and external advisor costs.

Research and development expenses of $4,173 or 3.3% of gross sales in the first six months of 2008 compared to $5,561 or 4.3% of gross sales in the first six months of 2007. The decrease is primarily due to the Company's decision in 2007 to consolidate its New Jersey technical center with its R&D operations in Iowa to create increased operating efficiencies. The Company also utilized certain R&D personnel on custom development projects resulting in these costs being classified as cost of goods sold.

RESULTS OF OPERATIONS (CONTINUED)

COMPARISON OF FIRST SIX MONTHS 2008 VERSUS FIRST SIX MONTHS 2007 (CONTINUED)

Operating profit in the first six months of 2008 was $13,100 compared to a loss of $14,408 in the first six months of 2007. The results reflect lower operating expenses, mainly from lower strategic alternative and restructuring costs partially offset by lower gross margins, as discussed above.

Net interest expense was $1,346 in the first six months of 2008 compared to net interest income of $2,410 in the first six months of 2007 primarily reflecting higher average debt partially offset by lower interest rates. The first six months of 2007 also includes the acceleration of unamortized origination fees related to the repayment of the credit facility of $841. Interest income was also considerably lower in the first six months of 2008 compared to 2007 due to interest earned on the proceeds from the sale of the businesses that comprised the Bioproducts and Biopharma segments in 2007. The average interest rate was 4.7% in the first six months of 2008 versus 6.8% in the first six months of 2007.

The effective tax rate for the first six months of 2008 was 48.4% compared to 3.2% in the first six months of 2007. The tax provision in the first six months of 2008 was $5,698 compared to a benefit of $392 in the first six months of 2007. This change is due to the geographic mix of pre-tax earnings, as well as the recognition of a tax benefit in continuing operations for the first six months of 2007 as a result of the sale of the businesses that comprised Bioproducts and Biopharma segments in the first quarter of 2007. The Company maintains a full valuation allowance against its domestic, and certain foreign, net deferred tax assets and will continue to do so until an appropriate level of profitability is sustained or tax strategies can be developed that would enable the Company to conclude that it is more likely than not that a portion of these net deferred assets would be realized. As such, improvements in pre-tax income in the future within these jurisdictions where the Company maintains a valuation allowance may result in these tax benefits ultimately being realized. However, there is no assurance that such improvements will be achieved.

Income from continuing operations for the first six months of 2008 was $6,082, or $0.21 per diluted share, versus a loss of $11,988, or $0.42 per diluted share, in the same period a year ago.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased $14,152 in the first six months of 2008. During the first six months of 2008, cash used in operations was $11,934 versus cash provided by operations of $9,604 in the same period a year ago. The decrease in cash flows from operations in the first six months of 2008 versus the first six months of 2007 is due primarily to the pay down of several year end accruals, including change in control payments and the Rutherford settlement, and an increase in inventories based on expected timing of shipments.

Cash flows used in investing activities in the first six months of 2008 of $17,724 primarily reflects capital expenditures of $16,460 compared to $11,774 in 2007. Part of the funds in 2008 were used for a new mid-scale Pharma manufacturing facility in Karlskoga, Sweden, an API purification facility in Milan, Italy and capital improvements to existing facilities.

Cash flows provided by financing activities in the first six months of 2008 of $14,024 primarily represents net borrowings of $14,056. In the first six months of 2007 financing activities include a net pay down of debt of $73,157 and dividends paid of $402,200 partially offset by proceeds from stock options exercised of $20,947.

During the first six months of 2007, the Company paid cash dividends of $14.03 per share.

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:

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

- acquisition costs will generally be expensed as incurred;

- noncontrolling interests will be valued at fair value at the acquisition date;

- acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;

- in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date until the completion or abandonment of the associated research and development efforts;

- restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and

- changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

FAS 141R also includes a substantial number of new disclosure requirements. FAS 141R applies prospectively to business combinations (except for income taxes which applies to prior as well as future acquisitions) for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the Company will adopt this statement on January 1, 2009.

Amendment of FAS 133

In March 2008, the FASB issued FASB Statement No. 161 "Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133" ("FAS 161"). This statement requires enhanced disclosures about derivative and hedging activities and thereby improves the transparency of financial reporting. FAS 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption. This statement is effective for fiscal years beginning after November 15, 2008. The effect of adopting this pronouncement will not have an impact on the Company's financial position or results of operations.

FORWARD-LOOKING STATEMENTS

This document may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under The Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding expected performance, especially expectations with respect to

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.

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