10-K
1
FORM 10-K FOR PERIOD ENDED DECEMBER 31, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
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) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201)-804-3000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.10 par value American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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 12 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $142,654,000 as of February 28, 1995.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
As of February 28, 1995, there were 5,435,067 shares outstanding of the
registrant's Common Stock, $.10 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 1995 Annual
Meeting are incorporated by reference into Part III of this report.
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PART I
ITEM 1 BUSINESS.
GENERAL
Cambrex Corporation (the "Company" or "Cambrex"), a Delaware corporation,
began business in December 1981 through its predecessor, and now wholly-owned
subsidiary, CasChem, Inc. ("CasChem").
The Company manufactures and markets a broad line of specialty chemicals
and commodity chemical intermediates and also manufactures chemicals to customer
specifications. There are five product categories: health and pharmaceuticals;
specialty and fine chemicals; agricultural intermediates and additives;
performance chemicals; and coatings. Currently the Company is focusing on
growing its health and pharmaceuticals and specialty and fine chemicals product
categories, because the Company feels they offer the best prospects for sales
growth and higher profitability.
Within each of the product categories, the Company uses a consistent
business approach:
1. It focuses on niche products requiring high technical experience.
2. Core products are those in which the Company is a leading supplier,
and for which price competition is not the primary market determinant.
3. Products and product lines are continually reviewed and those not
meeting operating profit goals are eliminated and replaced with new
products with higher returns.
In order to manage a business with a large number of products and a dynamic
business mix, the Company runs a decentralized organization. The business is
conducted by eight subsidiary organizations headed by an experienced business
manager. Each subsidiary controls all the resources required for the success of
its business and is responsible for its financial performance. Cambrex
Corporation provides oversight of the subsidiaries and, where performance is
considered unsatisfactory, becomes directly involved to help correct any
deficiencies. It also provides support services that are not fundamental to the
success of the subsidiaries' business endeavors; such services include finances,
risk management, and pension and benefits management.
Important objectives of the Company are to expand its operations through
internal growth and to make strategic acquisitions of product lines, technology
and companies that have substantial positions in niche markets.
The Company's plans for internal growth include:
- developing new applications for technologies in which the Company has
expertise;
- expanding product offerings to increase use of existing equipment and
resources; and
- expanding domestic and international markets for existing products.
On October 12, 1994, the Company completed the acquisition of the stock of
Nobel's Pharma Chemistry Business ("Nobel/Profarmaco") from Akzo Nobel for
approximately $126,000,000. The business consists of Nobel Chemicals AB in
Karlskoga, Sweden, Profarmaco Nobel S.r.1. in Milan, Italy and sales companies
in Germany, England and the United States. Nobel/Profarmaco manufactures fine
chemical intermediates and bulk active ingredients for pharmaceutical products.
On January 31, 1994, Cambrex purchased substantially all of the assets of
Hexcel Corporation's fine chemicals business located in Middlesbrough, England,
for approximately $7,400,000 and the assumption of certain current liabilities
in the amount of $2,100,000. The business, now known as Seal Sands Chemicals,
Ltd. ("Seal Sands"), manufactures chemical intermediates used in the
pharmaceutical, photographic, water treatment, health care, and plastics
industries. On May 27, 1994, the Company purchased the Topanol product line from
Zeneca Limited to complement the Seal Sands operation for $4,600,000.
On March 12, 1993, the Company purchased substantially all of the assets of
Viscosity Oil's fiber optic gel business for $5,886,000.
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On March 31, 1992, the Company acquired substantially all of the assets of
the fine chemicals business of Hexcel Fine Chemicals, located in Zeeland,
Michigan, for $20,251,000 and the assumption of certain liabilities including a
variable rate Industrial Development Revenue Bond in the principal amount of
$4,150,000, and a capital lease maturing in 1997 with a then net present value
of $8,214,000. The business, now known as Zeeland Chemicals, Inc. ("Zeeland"),
manufactures synthetic organic chemicals for the pharmaceutical, food additive,
photographic, agricultural, personal care, and plastics industries.
On July 1, 1991, the Company purchased substantially all of the assets of
the chemicals business of Solvay Animal Health, Inc., located in Charles City,
Iowa, for $12,299,000. The business, now known as Salsbury Chemicals, Inc.
("Salsbury"), manufactures custom and fine chemicals, as well as pharmaceutical
intermediates, generic pharmaceuticals, animal feed additives, and photographic
and polymer chemicals.
The table below shows the contribution of the 1994 acquisitions to the
product categories and the changes in the continuing business.
1994
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CONTINUING
1993 BUSINESS ACQUISITIONS TOTAL
-------- ---------- ------------ --------
(IN THOUSANDS)
Health and pharmaceuticals............... $ 55,550 $ 57,070 $ 17,093 $ 74,163
Specialty and fine chemicals............. 48,841 48,838 17,710 66,548
Agricultural intermediates and
additives.............................. 51,153 59,751 -- 59,751
Performance chemicals.................... 30,880 31,769 -- 31,769
Coatings................................. 16,884 17,452 -- 17,452
-------- ---------- ------------ --------
Gross revenues................. $203,308 $214,880 $ 34,803 $249,683
======== ======== ========= ========
PRODUCTS
The following table sets forth for the periods indicated information
concerning gross revenues from the Company's five product categories:
YEARS ENDED DECEMBER 31,
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1994(1) 1993(3) 1992(4)
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(IN THOUSANDS)
Health and pharmaceuticals............................ $74,163 $55,550(2) $59,167
Specialty and fine chemicals.......................... 66,548 48,841 37,623
Agricultural intermediates and additives.............. 59,751 51,153 49,120
Performance chemicals................................. 31,769 30,880 20,441
Coatings.............................................. 17,452 16,884 18,527
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(1) Revenues from Seal Sands, acquired in January 1994, and Nobel/Profarmaco,
acquired in October 1994, are included from the date of acquisition. The
Company expanded its health and pharmaceuticals, and specialty and fine
chemicals product categories through these acquisitions.
(2) Decreases from 1992 to 1993 in the health and pharmaceuticals product
category resulted from unusually high sales of bulk pharmaceuticals in 1992,
and from reduced shipments of niacinamide intermediates to the Asia-Pacific
region due to economic problems and increased competition.
(3) Revenues from Viscosity Oil's fiber optic gel business, acquired in March
1993, are included from the date of acquisition. The Company expanded its
performance chemicals product category through this acquisition.
(4) Revenues from Zeeland, acquired in March 1992, are included from the date of
acquisition. The Company expanded its health and pharmaceuticals, and
specialty and fine chemicals product categories through this acquisition.
The Company manufactures and markets a broad line of specialty chemicals
and commodity chemical intermediates and also manufactures chemicals to customer
specifications. The chemical families of castor oil, pyridine, organometallics,
alkenyl succinic anhydrides, organobromines, nitroaromatics, aryl sulfonates,
products made in liquid ammonia solvent, quaternary ammonium compounds, chemical
resolving agents and aromatic amines are the basis for compounds in the
Company's five product categories.
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Health and Pharmaceuticals. This category consists of four principal
product groups: (1) bulk pharmaceuticals utilized as the active ingredients in
over-the-counter and prescribed medications, (2) intermediates converted into
the active ingredients in a variety of food additives and over-the-counter
medications, (3) specialty compounds utilized in the formulation of cosmetics
and toiletries, and (4) Vitamin B3 and its chemical precursors and other vitamin
intermediates. Such health and pharmaceutical products are sold to a diverse
group of more than 900 customers.
Products in this category are generally complex chemical compounds that
make significant contributions to the functionality of the finished product
while representing a small portion of the cost. Many of them must be
manufactured under strict Food and Drug Administration regulations and require
extensive quality control procedures. Some of the items included are bulk active
drugs sold to generic formulators, intermediates for the production of
dextromephorphan, a cough suppressant, and specialty castor oil derivatives that
impart "feel" to cosmetic creams.
During 1994, sales of health and pharmaceuticals increased $18,613,000
(34%) from 1993 to $74,163,000, with major increases in specialty intermediates
and bulk pharmaceuticals. The acquisition of Nobel/Profarmaco in October 1994
added $16,400,000 of sales to the health and pharmaceuticals category.
Sales of bulk pharmaceuticals represented $24,300,000, or 33%, of this
category's 1994 gross revenues and were $14,600,000 higher than 1993, with the
acquisition of Nobel/Profarmaco adding $12,400,000 in new products. Increased
sales, excluding the acquired products, were from a generic drug for ulcerative
colitis which recovered from depressed levels in 1993.
Sales of pharmaceutical intermediates represented $24,500,000, or 33%, of
this category's 1994 revenues and were $9,900,000 higher than 1993. The
acquisition of Nobel contributed $3,400,000 in increased sales. The key increase
of existing business was due to continued market development of an existing
intermediate and a contract for producing a second intermediate used in the
synthesis of over-the-counter cough suppressants.
Sales of cosmetic and toiletry related compounds represented $19,700,000,
or 27%, of this category's 1994 revenues and were $3,000,000 lower than 1993.
The main decrease of $1,800,000 in sales was due to the end of a contract to
make citrates at our Zeeland, Michigan facility. Sales of pyridine based
products totaled $5,600,000 in 1994 and were $600,000 lower than the prior year
due to reduced pricing and lower sales volume to a key customer in the United
States caused by competitive pressure.
Sales of Vitamin B3 and its chemical precursors represented $5,600,000, or
7%, of this category's 1994 revenues and were $2,900,000 lower than 1993. This
decrease was due to reduced shipments to customers worldwide, due to price
competition.
Specialty and Fine Chemicals. This category principally consists of four
product groups: (1) specialty additives used for lubricants and surfactant
intermediates, (2) organic intermediates, (3) photographic chemicals, and (4)
catalysts. The Company is currently expanding facilities at the Salsbury and
Zeeland locations to allow increased ability to manufacture internally developed
and customer specific compounds in this category. Such specialty and fine
chemical products are sold to a diverse group of more than 1,200 customers.
Products in this category are generally high priced, small volume complex
chemical compounds that contribute specific functionality to the end product.
They normally require expertise in a particular chemical technology in which one
or more of the Cambrex subsidiaries specialize. Included are products such as a
monomer used in the manufacture of polyestersulphone, PES, high performance
plastics, a cross linking agent used in production of polycarbonate sheets, and
a component of color print film.
In many cases these products are developed jointly with our customer, with
the customer developing the application, and Cambrex developing a process for
reliable, high quality production with reasonable economics.
During 1994, sales of specialty and fine chemical products increased
$17,707,000, a 36% rise from 1993. That increase included $14,400,000 from Seal
Sands acquired in January 1994 and $3,300,000 from the October 1994 acquisition
of Nobel.
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Sales of specialty additive products represented $29,900,000, or 45%, of
this category's 1994 revenues and were $16,600,000 higher than 1993. The
increase includes $13,700,000 in sales attributable to the acquisition of Seal
Sands in January 1994. The increase in sales of the base business was due to
growth of the application of one of our products as a dye receptor in acrylic
yarns initiated in 1993.
Sales of organic intermediate products represented $13,600,000, or 20%, of
this category's 1994 revenues and were $2,800,000 higher than 1993. This
increase is attributable to $2,400,000 in sales of new products from the Nobel
acquisition.
Sales of photographic chemical products were $11,600,000, or 17%, of this
category's 1994 revenues, $2,100,000 lower than 1993. The decrease was in sales
of a polymer used in instant film, due to our customer reaching their desired
inventory levels, and in export sales of a photographic chemical intermediate to
a Japanese company. We expect sales levels to continue to decline in 1995.
Sales of catalyst products represented $10,400,000, or 16%, of this
category's 1994 revenues and were $600,000 higher than 1993. The increase is
primarily attributable to tin based catalysts used in various industrial
applications.
Agricultural Intermediates and Additives. This category includes two
principal product groups: (1) animal feed additives and (2) intermediates for
use in the manufacture of herbicides and insecticides. The Company's
agricultural intermediates and additives are sold to approximately 70 customers.
Two customers accounted for 30% and 24% of 1994 revenues in this category.
Total sales in this category increased $8,598,000, or 17%, in 1994. The
increase was due to growth in our existing business, with no contribution from
acquisitions made in 1994.
The sales of animal feed additives were $36,000,000, or 60%, of this
category's 1994 revenues, up $7,600,000 from 1993. Sales of organo-arsenical
feed additives used to control disease and to enhance chicken growth and improve
feed performance, increased 25% over the prior year due to growth in poultry
production coupled with the customer's penetration of domestic and international
markets. All sales of this product are made to A.L. Laboratories under a
long-term contract. Sales of feed grade Vitamin B3 increased due to the
installation of new packaging facilities late in 1993 that allowed sales into
the international market. Sales of Vitamin B3 intermediates increased due to
additional shipments to the Asia-Pacific area and India. Although sales volume
of Vitamin B3 and its intermediates increased significantly, prices decreased
because of competitive pressure. Prices were increased in the fourth quarter
1994 and are anticipated to increase in the first quarter 1995.
The sales of products used in the manufacture of herbicides and
insecticides amounted to $23,800,000, or 40%, of this category's 1994 revenues
and were up 4% from 1993. Sales of pyridine, the largest item in this group,
were up 12% from 1993. The largest pyridine customer is Zeneca, Inc. who uses it
in herbicide manufacture. The Company produces another major pyridine compound
and is the exclusive supplier of this product to Dow Elanco who uses it in
production of a different herbicide. Sales of this compound decreased 21% in
1994 due to the customer reducing inventory levels after very high customer
production in 1993. Sales of other pyridine derivatives in this category
decreased $756,000 from 1993 due to competitive pressures.
Performance Chemicals. The Company's urethane elastomers are used in the
telecommunications and electronics industries as encapsulants for wiring
connections, and as biomedical devices to seal filter elements. The principal
competitors in the telecommunications and electronics markets include two
companies that have substantially greater resources than the Company.
Competitors in the other end-use markets for performance products are numerous
and varied. The Company competes in these markets on the basis of its patent and
proprietary positions, technical expertise, and customer service. Performance
chemicals are sold to approximately 150 customers with one customer accounting
for 21% of this category's 1994 revenues.
Total sales of performance products increased $889,000, or 3%, from 1993
levels. This increase was due to increases in sales of fiber optic cable gels to
the telecommunications industry and to increased sealant applications for the
biomedical market.
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Coatings. The Company manufactures and sells products that are used as
intermediates or performance-enhancing additives in the manufacture of paints
and other coatings. The Company's coatings products compete based on a variety
of factors including price, performance and technical support, depending on the
particular market involved. These products are sold to approximately 220
customers. One customer accounted for 15% of 1994 revenues in this category.
Sales of coatings products increased $568,000, or 3%, from 1993. This
increase was due to a 14% growth in castor oil based products used in coatings
for the housing and automotive industries. This increase was offset by the end
of a tolling agreement for biocides in May 1993, which had 1993 sales of
$800,000.
MARKETING AND DISTRIBUTION
The Company's health and pharmaceuticals and specialty and fine chemicals
products are generally high value, low volume products requiring significant
technical efforts for the development and manufacture. Marketing generally
requires significant cooperative effort between a small highly trained marketing
staff, technical staff who can assess the technical fit and estimate
manufacturing economics, and the business management to determine the strategic
and business fit. Such a process may take from two to five years before a
commercial product is fully established. Because of this long lead time and the
complexity of the technical efforts, these are usually long-term relationships
with major corporations who become significant customers. Sales of established
products may be handled by agents in those areas where direct sales efforts are
uneconomic.
For other product categories, marketing and distribution is more typical of
chemical companies, with products being sold to customers from inventory in
volumes ranging from rail cars to five gallon pails. Sales may be handled by
company sales people, distributors or agents as appropriate.
RAW MATERIALS
The Company uses significant amounts of castor oil in the manufacture of a
number of its products and, under advantageous market conditions, sells it in
bulk quantities as simple castor oil derivatives.
The Company believes it is one of the largest purchasers of castor oil in
the United States and, currently, the only buyer which has the ability to take
delivery and store a large quantity of castor oil (up to 23 million pounds) on
site.
Castor oil, which is not produced in the United States, is an agricultural
product whose market price is affected by natural factors relating to the castor
bean crop from which the oil is produced. Castor oil is produced commercially in
a few foreign countries with India, Brazil and China being the largest
producers. The Company obtains its castor oil from several suppliers and
negotiates castor oil purchases directly with principals of those organizations
or their selling agents. The Company has been able to obtain adequate supplies
of castor oil generally at acceptable prices in the past and expects to be able
to do so in the future.
Pyridine is produced by the Company with a process involving the high
temperature reaction of acetaldehyde, formalin and ammonia. Acetaldehyde's
feedstock is ethylene, which is produced from natural gas liquids or crude oil.
Ethylene is readily available although its price is often affected by market
conditions. Acetaldehyde is available from two suppliers in North America. The
price of acetaldehyde increased approximately 20% during 1994. Although prices
are expected to decrease during 1995, no assurances can be given that such
decreases will materialize. Formalin's feedstock is methanol, which is also used
by the petro-chemical industry in the manufacture of methyl-tert-butyl-ether
(MTBE). The production of and demand for MTBE has increased rapidly in
connection with its use as a gasoline additive. This increased demand has
triggered an unfavorable effect on methanol pricing, which in turn has caused
the price of formalin to increase by approximately 80% in 1994. Prices of
formalin are expected to decrease in 1995, as the supply of methanol increases.
Ammonia has been widely available in the past and the Company believes that it
will continue to be so in the future.
The Company obtains acetaldehyde and formalin pursuant to long-term supply
contracts under which the price for the raw material adjusts to market
conditions, with a time lag. The Company sometimes has
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difficulty passing on these increases to its customers, particularly if the
increases are precipitous rather than general.
The Company uses a wide array of other raw materials, in addition to those
previously described, in the conduct of its business, all of which are in
adequate supply and most of which are available from multiple suppliers.
RESEARCH AND DEVELOPMENT
The Company's research and development program is designed to increase the
Company's competitiveness through improving its technology and developing
processes for the manufacture of new products to meet customer requirements. The
goal is to improve the Company's manufacturing processes to reduce costs,
improve quality and increase capacity and to identify market opportunities which
warrant a significant technical effort, and offer the prospects of a long term,
profitable business relationship. Research and development activities are
carried on at most of the Company's manufacturing facilities in both the United
States and Europe. Eighty employees are involved directly in research and
development activities.
The Company spent approximately $5,700,000, $5,800,000 and $4,000,000 in
1994, 1993 and 1992, respectively, on research and development. Decreased
spending at our Harriman and Bayonne facilities were offset by increased
spending to our other domestic facilities and at our newly acquired sites in
England, Sweden and Italy.
PATENTS AND TRADEMARKS
The Company has patent protection in some of its product areas. However,
the Company mostly relies on know-how in many of its manufacturing processes and
techniques not generally known to other chemical companies, for developing and
maintaining its market position.
The Company currently owns approximately 66 United States patents which
have varying durations and which cover selected items in each of the Company's
major product areas. The Company also owns the foreign equivalent of many of its
United States patents. In addition, the Company has applied for patents for
various concepts and is in the process of preparing patent applications for
other concepts.
The Company has trademarks registered in the United States and a number of
foreign countries for use in connection with the Company's products and
business. The Company believes that many of its trademarks are generally
recognized in its industry. Such trademarks include Naturechem(R), Bufferite(R)
and Vitride(R).
The Company requires employees to sign confidentiality and non-compete
agreements where appropriate.
COMPETITION
Because of the nature of the Company's products in its health and
pharmaceuticals and specialty and fine chemicals categories and its strategic
approach, it is not possible to identify a group of direct competitors. Where
competition exists, it is typically specific to a certain product, or is focused
early in the process, where an initial market position is being established.
Where the Company perceives significant competitive risk and a need for large
technical or financial commitment, it generally negotiates long-term contracts
or capital guarantees from its targeted customer before proceeding.
The rest of the Company's business competition is more typical of chemical
markets. Competition exists from other producers of the Company's products and
other products that may offer equivalent properties. Competition in these areas
are generally based on customer service, product quality and pricing.
ENVIRONMENTAL AND SAFETY REGULATIONS AND PROCEEDINGS
General. Production of certain of the Company's chemicals involves the
use, storage and transportation of toxic and hazardous materials. The Company's
operations are subject to extensive international and domestic federal, state
and local laws and regulations relating to the storage, handling, emission,
transportation and discharge of materials into the environment and the
maintenance of safe conditions in the work place. The
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Company maintains environmental and industrial safety and health compliance
programs at its plants, and believes that its manufacturing operations are in
general compliance with all applicable safety, health and environmental laws.
The Company's acquisitions were made subject to known environmental
conditions. Also, risks of substantial costs and liabilities are inherent in
certain plant operations and certain products produced at the Company's plants,
as they are with other companies engaged in the chemical business, and there can
be no assurance that significant costs and liabilities will not be incurred.
Additionally, prevailing legislation tends to hold chemical companies primarily
responsible for the proper disposal of their chemical wastes even after
transferral to third party waste disposal facilities. Moreover, other future
developments, such as increasingly strict environmental, safety and health laws
and regulations, and enforcement policies thereunder, could result in
substantial costs and liabilities to the Company and could subject the Company's
handling, manufacture, use, reuse, or disposal of substances or pollutants at
its plants to more rigorous scrutiny than at present. Although the Company has
no direct operations and conducts its business through subsidiaries, certain
legal principles that provide the basis for the assertion against a parent
company of liability for the actions of its subsidiaries may support the direct
assertion against the Company of environmental liabilities of its subsidiaries.
Beginning in 1990, CasChem, Inc., one of the Company's subsidiaries, was
the subject of an investigation by the Environmental Protection Agency and the
Federal Bureau of Investigation concerning the handling, storage, and disposal
of hazardous wastes. During 1994, a settlement was reached wherein that
subsidiary pleaded guilty to the unpermitted storage of one drum of hazardous
waste and the payment of a $1,000,000 fine, which was paid in January 1995. As a
related liability had been previously accrued, the resolution of this matter has
had no effect upon the results of operations in 1994.
Known environmental matters which may result in liabilities to the Company
and the related estimates and accruals are summarized in Note #19 to the Cambrex
Corporation and Subsidiaries Consolidated Financial Statements.
Present and Future Environmental Expenditures. The Company's policy is to
comply with all legal requirements of applicable environmental, health and
safety laws and regulations, and the Company believes it is in general
compliance with such requirements and has adequate professional staff and
systems in place to remain in compliance. In some cases, compliance can only be
achieved by capital expenditures, and the Company made capital expenditures of
approximately $2,500,000 in 1994, $1,700,000 in 1993, and $1,300,000 in 1992 for
environmental projects and has budgeted approximately $4,000,000 in 1995 for
such projects. The Company anticipates that capital requirements will increase
in subsequent years as a result of the Clean Air Act Amendments and other
pending environmental laws. Additionally, as the environmental proceedings in
which the Company is involved progress from the remedial investigation and
feasibility study stage to implementation of remedial measures, related
expenditures will probably increase. The Company considers costs for
environmental compliance to be a normal cost of doing business, and includes
such costs in pricing decisions.
EMPLOYEES
At December 31, 1994 the Company had 1,336 employees (604 of whom were from
our international operations).
All hourly plant employees at the Bayonne, New Jersey facility are
represented by Local 8-406 of the Oil, Chemical and Atomic Workers International
Union under a contract expiring September 17, 1997; the hourly plant employees
at the Carlstadt, New Jersey plant are represented by the Amalgamated Industrial
Union of East Orange, New Jersey under a contract expiring November 30, 1997;
and the hourly plant employees at the Harriman, New York facility are
represented by Local 810 of the International Brotherhood of Teamsters under a
contract expiring June 30, 1995. Nobel/Profarmaco production, administration,
scientific and technical employees are represented by various local and national
unions. The contracts with these unions expire at various times through December
31, 1995. The Company believes its labor relations are satisfactory.
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SEASONALITY
Like many other businesses in the specialty chemicals industry, the Company
experiences some seasonality as sales traditionally increase during the second
quarter. Operating results for any quarter, however, are not necessarily
indicative of results for any future period. In particular, as a result of
various factors such as acquisitions and plant shutdowns, the Company believes
that period-to-period comparisons of its operating results should not be relied
upon as an indication of future performance.
EXPORT AND INTERNATIONAL SALES
The Company exports numerous products to various areas, principally Western
Europe, Asia and Latin America. Export sales in 1994, 1993 and 1992 amounted to
$44,100,000, $37,300,000 and $44,500,000, respectively. Sales from international
operations were $34,800,000 in 1994. Refer to Note #17 to the Cambrex
Corporation and Subsidiaries Consolidated Financial Statements.
ITEM 2 PROPERTIES.
The Company's domestic manufacturing facilities are located on an eight
acre tract in Bayonne, New Jersey, a three acre tract in Carlstadt, New Jersey,
a twenty-nine acre tract in Harriman, New York, a twelve acre tract in Delaware
Water Gap, Pennsylvania, a four acre tract in North Haven, Connecticut, a
fifty-seven acre tract in Charles City, Iowa, and a fourteen acre tract in
Zeeland, Michigan. In addition, the Company owns thirty-one acres of undeveloped
land adjacent to the North Haven facility, 103 acres of undeveloped land
adjacent to the Harriman facility, and sixty-six acres of undeveloped land
adjacent to the Zeeland facility. The international manufacturing facilities
include a twelve acre tract in Middlesbrough, England, a forty-two acre tract in
Karlskoga, Sweden, and a thirteen acre tract in Paullo, Italy. The Company
believes its facilities to be in good condition, well maintained and adequate
for its current needs. The Company is currently expanding its owned
manufacturing facilities at its locations in Iowa and Michigan.
The Company owns all the facilities and properties on which its
subsidiaries operate, with the exception of the leased twelve acre tract in
Middlesbrough, England.
Set forth below is information relating to the places of manufacture of the
Company's products:
MANUFACTURING
PRODUCT AREA FACILITY
------------ -------------
Health and pharmaceuticals.......................... Bayonne, NJ
Charles City, IA
Delaware Water Gap, PA
Harriman, NY
North Haven, CT
Zeeland, MI
Middlesbrough, England
Karlskoga, Sweden
Paullo, Italy
Specialty and fine chemicals........................ Bayonne, NJ
Charles City, IA
Delaware Water Gap, PA
Harriman, NY
North Haven, CT
Zeeland, MI
Middlesbrough, England
Karlskoga, Sweden
Agricultural intermediates and additives............ Charles City, IA
Delaware Water Gap, PA
Harriman, NY
Performance chemicals............................... Bayonne, NJ
Carlstadt, NJ
Coatings............................................ Bayonne, NJ
Carlstadt, NJ
Delaware Water Gap, PA
8
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ITEM 3 LEGAL PROCEEDINGS.
See "Environmental and Safety Regulations and Proceedings" under Item 1
hereof with respect to various proceedings involving the Company in connection
with environmental matters. The Company is party to a number of other
proceedings. Management is of the opinion that while the ultimate liability
resulting from those proceedings, as well as environmental matters, may have a
material effect upon the results of operations in any given year, they will not
have a material adverse effect upon the Company's liquidity nor its financial
position.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists the executive officers of the Company and the
chief operating officers of the Company's operating subsidiaries:
NAME AGE OFFICE(1)
---- --- ---------
Cyril C. Baldwin, Jr......................... 67 Chairman of the Board and Chief
Executive Officer
James A. Mack................................ 57 President and Chief Operating
Officer
Peter Tracey................................. 53 Executive Vice President, Finance,
Chief Financial Officer
Peter E. Thauer.............................. 55 Vice President -- Law &
Environment, General Counsel &
Corporate Secretary
Steven M. Klosk.............................. 37 Vice President, Administration
Burton M. Rein............................... 56 Senior Vice President
Albert L. Eilender........................... 51 Executive Vice President
Roger H. Noack............................... 48 President and Chief Operating
Officer of Nepera, Inc.
Russell C. Smith............................. 53 Vice President and General Manager
of Salsbury Chemicals, Inc.
Robert M. Parlman............................ 44 Vice President and General Manager
of Zeeland Chemicals, Inc.
Karl A. Behrend.............................. 36 General Manager of Heico
Chemicals, Inc. and Humphrey
Chemical Company, Inc.
John V. Van Hulle............................ 37 President of CasChem, Inc. and
Cosan Chemical Corporation
Claes Glassell............................... 37 Vice President, Cambrex
Managing Director of Cambrex
Limited
---------------
(1) Unless otherwise indicated, positions shown are with the Company.
The Company's executive officers are elected by the Board of Directors and
serve at the Board's discretion.
Mr. Baldwin, who was elected Chairman of the Board in July 1991, has been
Chief Executive Officer and a director of the Company since it began business in
December 1981. On January 26, 1995, Mr. Baldwin announced his retirement as
Chief Executive Officer of the Company effective April 1, 1995 and as an
employee effective April 30, 1995. Mr. Baldwin will remain as Chairman of the
Board and may at his option elect to enter into a consulting arrangement with
the Company to provide certain financial, consulting and advisory services to
the Company following his retirement.
9
11
Mr. Mack was appointed President and Chief Operating Officer and a director
of the Company in February 1990. For five years prior thereto he was Vice
President in charge of the performance chemicals businesses worldwide of Olin
Corporation, a manufacturer of chemical products, metal products, and ammunition
and defense-related products. Mr. Mack has been elected Chief Executive Officer
following Mr. Baldwin's resignation effective April 1, 1995.
Mr. Tracey was appointed Executive Vice President and Chief Financial
Officer in November 1994. Mr. Tracey joined the Company in November 1990 as Vice
President and Chief Financial Officer. For three years prior to joining Cambrex,
he was Vice President-Finance and Chief Financial Officer for Joyce
International Inc., a manufacturer of office products. From 1986 to 1987, he was
Vice President-Finance and Chief Financial Officer for Robotic Vision Systems,
Inc., a manufacturer of industrial automation systems. Prior to 1986, Mr. Tracey
was a principal in the firm of Sirius Management Consultants.
Mr. Thauer was appointed Vice President, Law & Environment in December
1992, and General Counsel and Corporate Secretary in August 1989. Prior to
joining Cambrex, he was Counsel to the business and finance group of the firm of
Crummy, Del Deo, Dolan, Griffinger and Vecchione since 1987. From 1971 to 1987,
Mr. Thauer had held various positions with Avon Products, Inc. including U. S.
Legal Department Head and Corporate Assistant Secretary.
Mr. Klosk joined the Company in October 1992 as Vice President,
Administration. Prior to joining Cambrex, he was Vice President, Administration
and Corporate Secretary for the Genlyte Group, Inc., a lighting fixture
manufacturer, since February 1988. From 1985 to January 1988, he was Vice
President, Administration for Lightolier, Inc., a subsidiary of the Genlyte
Group, Inc.
Dr. Rein was appointed Senior Vice President in April 1993. He joined the
Company in May 1991 as President of Cambrex Fine Chemicals Group. For more than
five years prior thereto, he was Director of Commercial Planning for W. R. Grace
& Company.
Mr. Eilender was elected Executive Vice President in December 1994. He
previously held the position of President of CasChem, Inc. and Cosan Chemical
Corporation. He was employed by the Company's Cosan Chemical Corporation
subsidiary when it was acquired by the Company in October 1985, and joined the
Company as a result of the acquisition. For more than three years prior to
October 1985 he held various executive positions with Cosan including Vice
President, Research and Development and Executive Vice President. He was
President of Cosan from October 1986 until July 1989 at which time he was
appointed to the additional position of President of CasChem, Inc.
Mr. Noack joined the Company in December 1991 as President and Chief
Operating Officer of Nepera, Inc. For more than five years prior thereto he held
various positions with Hexcel Corporation, including General Manager of the
Chemical Products Division.
Mr. Smith was appointed Vice President, General Manager of Salsbury
Chemicals, Inc. upon the Company's acquisition of the Salsbury facility in July
1991. Prior to the acquisition, Mr. Smith had many years of service with Solvay
Animal Health, Inc., starting in 1968 as Chemical Engineer through his
appointment as Director, Chemical Operations in 1982.
Dr. Parlman joined the Company as Vice President and General Manager of
Zeeland Chemicals, Inc. in March 1994. He was Vice President and General Manager
of the Tritolife Division of Petrolite. Dr. Parlman also has extensive
experience in market development and research and development.
Mr. Behrend joined the Company in 1988 as Manager, Business Analysis. In
July 1991, he was named to Director, Operations of Fine Chemicals Group with
responsibility for plant operations at Heico, Humphrey, Salsbury and Zeeland. In
September 1992, Mr. Behrend was appointed General Manager of Heico Chemicals,
Inc. and The Humphrey Chemical Company. Prior to joining Cambrex, Mr. Behrend
was associated with Colgate Palmolive and has also been a Portfolio Specialist.
Mr. Van Hulle was appointed President of CasChem, Inc. in December 1994. He
joined CasChem in July 1994 as Executive Vice President. For more than five
years prior thereto he was General Manager of the
10
12
Fine Chemicals Group for General Chemical Corporation, and had extensive
experience with Air Products & Chemicals, Inc.
Mr. Glassell was appointed Vice President of Cambrex in November 1994. As
Managing Director of Cambrex Limited and President of the newly acquired
Nobel/Profarmaco business, he is responsible for Cambrex's European operations.
He joined Cambrex as a result of the acquisition of Nobel/Profarmaco in October
1994, where he had extensive management experience. In 1989, he joined Nobel as
President and CEO for the Pharma Chemistry Business. From 1986 to 1989 he worked
for the agricultural division of Berol Europe Ltd.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Since November 15, 1990, the Company's Common Stock, $.10 par value,
has been traded on the American Stock Exchange (AMEX) under the symbol CBM. The
Common Stock previously had been quoted on the National Association of
Securities Dealers Automated Quotation (NASDAQ) National Market System. The
following table sets forth the high and low market prices of the Common Stock
for the indicated periods as reported by AMEX:
HIGH LOW
---- ----
1994
First Quarter................................................ $24 1/4 $19 7/8
Second Quarter............................................... 22 7/8 20 5/8
Third Quarter................................................ 27 1/8 20 5/8
Fourth Quarter............................................... 26 7/8 23 5/8
HIGH LOW
---- ----
1993
First Quarter................................................ $20 1/4 $16 3/4
Second Quarter............................................... 19 7/8 18 3/4
Third Quarter................................................ 21 1/4 19 1/4
Fourth Quarter............................................... 20 1/4 19 1/8
(b) As of March 17, 1995, the Company estimates that there were
approximately 1,800 beneficial holders of the outstanding Common Stock of the
Company.
(c) Since the fourth quarter of 1989, Cambrex has paid a regular $.05 per
share quarterly dividend on the Common Stock.
11
13
ITEM 6 SELECTED FINANCIAL DATA.
The following selected consolidated financial data of the Company for each
of the years in the five year period ended December 31, 1994 are derived from
audited financial statements. The consolidated financial statements of the
Company as of December 31, 1994 and December 31, 1993 and for each of the years
in the three year period ended December 31, 1994 and the accountants' reports
thereon are included elsewhere in this annual report. The data presented below
should be read in conjunction with the financial statements of the Company and
the notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere herein.
YEARS ENDED DECEMBER 31,
------------------------------------------------------------
1994(1) 1993(2) 1992(3) 1991(4) 1990
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)
INCOME DATA:
Net revenues...................... $241,634 $197,203 $179,452 $144,500 $133,628
Gross profit...................... 57,881 51,778 46,036 26,326 28,730
Selling, general and
administrative................. 31,216 29,286 28,201 22,743 20,828
Research and development.......... 5,689 5,843 4,046 3,279 3,496
Restructuring charge.............. -- -- -- -- 9,427
Operating profit (loss)........... 20,976 16,649 13,789 304 (5,021)
Interest expense, net............. 4,581 2,771 2,437 2,532 2,115
Other (income) expense, net....... (497) 446 1,054 (2,280) 186
(Gain) on sale of assets.......... -- -- -- -- (3,070)
Income (loss) before taxes........ 16,892 13,412 10,298 52 (4,252)
Net income (loss)................. 11,126 8,641 6,230 31 (5,075)
EARNINGS PER SHARE DATA:
Earnings (loss) per common share
and common share equivalents:
Primary........................ $ 1.96 $ 1.64 $ 1.27 $ 0.01 $ (1.05)
Fully diluted.................. $ 1.95 $ 1.60 $ 1.23 $ 0.01 $ (1.05)
Weighted average shares
outstanding:
Primary........................ 5,674 5,282 4,888 4,704 4,818
Fully diluted.................. 5,699 5,484 5,242 4,738 4,818
DIVIDENDS PER COMMON
SHARE............................. $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20
BALANCE SHEET DATA:
(at end of period)
Working capital................... $ 19,925 $ 38,497 $ 35,852 $ 31,359 $ 39,408
Total assets...................... 360,477 166,845 148,406 111,603 110,149
Long-term obligations............. 115,975 36,261 39,808 19,021 18,490
Total stockholders' equity........ 101,966 87,569 75,177 68,717 69,204
---------------
(1) Includes the results of Seal Sands and Nobel/Profarmaco from their
respective dates of acquisition, January 31, 1994 and October 12, 1994,
through December 31, 1994.
(2) Includes the results of Viscosity Oil's fiber optic gel business from March
12, 1993, the date of acquisition, through December 31, 1993.
(3) Includes the results of Zeeland from March 31, 1992, the date of
acquisition, through December 31, 1992.
(4) Includes the results of Salsbury Chemicals, Inc., which the Company acquired
on July 1, 1991.
12
14
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain items
from the Selected Financial Data as a percentage of net revenues.
YEARS ENDED DECEMBER 31,
-------------------------
1994 1993 1992
----- ----- -----
Net revenues................................................ 100.0% 100.0% 100.0%
Gross profit................................................ 24.0 26.3 25.7
Selling, general and administrative......................... 12.9 14.9 15.7
Research and development.................................... 2.4 3.0 2.3
Operating profit............................................ 8.7 8.4 7.7
Interest expense............................................ 1.9 1.4 1.4
Other (income) expense, net................................. (0.2) 0.2 0.6
Net income.................................................. 4.6 4.4 3.5
The Company's product mix has changed substantially over the periods
indicated, principally as a result of acquisitions. The following tables show
the gross revenues of the Company's five product categories.
YEARS ENDED DECEMBER 31,
----------------------------------
1994 1993 1992
-------- -------- --------
(IN THOUSANDS)
REVENUES
Health and pharmaceuticals......................... $ 74,163 $ 55,550 $ 59,167
Specialty and fine chemicals....................... 66,548 48,841 37,623
Agricultural intermediates and additives........... 59,751 51,153 49,120
Performance chemicals.............................. 31,769 30,880 20,441
Coatings........................................... 17,452 16,884 18,527
-------- -------- --------
Total gross revenues..................... $249,683 $203,308 $184,878
======== ======== ========
Total net revenues....................... $241,634 $197,203 $179,452
======== ======== ========
Total gross profit....................... $ 57,881 $ 51,778 $ 46,036
======== ======== ========
YEARS ENDED DECEMBER 31,
-------------------------
1994 1993 1992
----- ----- -----
GROSS REVENUES DISTRIBUTION
Health and pharmaceuticals.................................. 29.7% 27.3% 32.0%
Specialty and fine chemicals................................ 26.7 24.0 20.3
Agricultural intermediates and additives.................... 23.9 25.2 26.6
Performance chemicals....................................... 12.7 15.2 11.1
Coatings.................................................... 7.0 8.3 10.0
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
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15
1994 COMPARED TO 1993
Net revenues in 1994 increased $44,431,000 (22.5%) due to the acquisitions
of Seal Sands in England, Nobel Chemicals in Sweden, and Profarmaco in Italy,
and to increased sales of animal feed additives. The table below shows the
contribution of the acquisitions to the product categories and the changes in
the continuing business.
1994
--------------------------------------
CONTINUING
1993 BUSINESS ACQUISITIONS TOTAL
-------- ---------- ------------ --------
(IN THOUSANDS)
Health and pharmaceuticals............... $ 55,550 $ 57,070 $ 17,093 $ 74,163
Specialty and fine chemicals............. 48,841 48,838 17,710 66,548
Agricultural intermediates and
additives.............................. 51,153 59,751 -- 59,751
Performance chemicals.................... 30,880 31,769 -- 31,769
Coatings................................. 16,884 17,452 -- 17,452
-------- ---------- ------------ --------
Gross revenues................. $203,308 $214,803 $ 34,803 $249,683
======== ======== ========= ========
HEALTH AND PHARMACEUTICALS' revenues increased $18,613,000 (33.5%), with
major increases in bulk pharmaceuticals and in pharmaceutical intermediates. The
acquisition of Nobel/Profarmaco in October 1994 added $16,400,000 of new product
sales to Cambrex.
Sales of bulk pharmaceuticals represented $24,300,000, or 33%, of this
category's 1994 gross revenues and were $14,600,000 higher than 1993, with the
acquisition of Nobel/Profarmaco adding $12,400,000 in new products. Increased
sales also came from a generic drug for ulcerative colitis, which recovered from
depressed levels in 1993.
Sales of pharmaceutical intermediates represented $24,500,000, or 33%, of
this category's 1994 revenues and were $9,900,000 higher than 1993. The
acquisition of Nobel contributed $3,400,000 in increased sales. The key increase
of existing business was due to growth in two intermediates for
dextromephorphan, an over-the-counter cough suppressant. Growth for one
intermediate, an established product, was supplemented by sales under a contract
for a second intermediate used in the synthesis of this material.
Sales of cosmetic and toiletry related compounds represented $19,700,000,
or 27%, of this category's 1994 revenues and were $3,000,000 lower than 1993.
The main decrease of $1,800,000 in sales was due to the end of a contract to
make citrates at our Zeeland, Michigan facility. Sales of pyridine based
products totaled $5,600,000 in 1994 and were $600,000 lower than the prior year
due to reduced pricing and lower sales volume to a key customer in the United
States caused by competitive pressure.
Sales of Vitamin B3 and its chemical precursors represented $5,600,000, or
7%, of this category's 1994 revenues and were $2,900,000 lower than 1993. These
decreases were due to reduced shipments of Vitamin B3 and its chemical
precursors to customers worldwide, due to price competition.
Sales of SPECIALTY AND FINE CHEMICALS increased by $17,707,000 (36.3%).
That increase included $14,400,000 from Seal Sands acquired in January 1994 and
$3,300,000 from the October 1994 acquisition of Nobel. One of the Seal Sands
products, used in the manufacture of high performance plastics, accounted for
35% of their sales.
Sales of specialty additive products represented $29,900,000, or 45%, of
this category's 1994 revenues and were $16,600,000 higher than 1993. The
increase includes $13,700,000 in sales attributable to the acquisition of Seal
Sands in January 1994. In existing operations, increases occurred in an
application for a product used as a dye receptor in acrylic yarns.
Sales of organic intermediate products represented $13,600,000, or 20%, of
this category's 1994 revenues and were $2,800,000 higher than 1993. This
increase is attributable to $2,400,000 in sales of new products from the Nobel
acquisition.
14
16
Sales of photographic chemical products were $11,600,000, or 17%, of this
category's 1994 revenues, $2,100,000 lower than 1993. The decrease was in sales
of a polymer used in instant film, due to our customer reaching their desired
inventory levels, and in export sales of a photographic chemical intermediate to
a Japanese company. We expect sales levels to continue to decline in 1995.
Sales of catalyst products represented $10,400,000, or 16%, of this
category's 1994 revenues and were $600,000 higher than 1993. The increase is
primarily attributable to tin based catalysts used in various industrial
applications.
Revenues from AGRICULTURAL INTERMEDIATES AND ADDITIVES increased by
$8,598,000 (16.8%). The increase was due to growth in our existing business,
with no contribution from acquisitions made in 1994.
The sales of animal feed additives were $36,000,000, or 60%, of this
category's 1994 revenues, up $7,600,000 from 1993. Sales of organo-arsenical
feed additives used to control disease and to enhance chicken growth and improve
feed performance, increased 25% over the prior year due to growth in poultry
production coupled with the customer's penetration of domestic and international
markets. All sales of this product are made to A.L. Laboratories under a
long-term contract. Sales of feed grade Vitamin B3 increased due to the
installation of new packaging facilities late in 1993 which allowed penetration
of non-U.S. markets. Shipments of Vitamin B3 intermediates to India and the
Asia/Pacific area also increased. While volume increased, the feed grade Vitamin
B3 market experienced lower prices due to competitive pricing, adversely
affecting margins on these products. Prices were increased in the fourth quarter
1994 and are anticipated to increase in the first quarter 1995, although no
assurances can be given that such price increases will occur.
The sales of products used in the manufacture of herbicides and
insecticides amounted to $23,800,000, or 40%, of this category's 1994 revenues
and were up 4% from 1993. Sales of pyridine, the largest item in this group,
were up 12% from 1993. The largest pyridine customer is Zeneca, Inc. who uses it
in herbicide manufacture. The Company produces another major pyridine compound
and is the exclusive supplier of this product to Dow Elanco who uses it in
production of a different herbicide. Sales of this compound decreased 21% in
1994 due to the customer reducing inventory levels after very high customer
production in 1993. Sales of other pyridine derivatives in this category
decreased $756,000 from 1993 due to competitive pressures.
PERFORMANCE CHEMICALS' sales increased $889,000 (2.9%) from 1993 due to
increases in the fiber optic gel sales which included the full year effect of
sales from the acquisition of a fiber optic gel business in March 1993 and to
increased sealant applications for the biomedical market. All other
telecommunications and adhesive products maintained 1993 sales levels. Price
increases were achieved for most performance chemical products.
COATINGS' revenues increased $568,000 (3.4%) from 1993. This increase was
due to a 14% growth in castor oil based products used in coatings for the
housing and automotive industries. The improvement was also due to additional
sales to two new customers. These increases were offset by a tolling agreement
for biocides that ended in May 1993, which had 1993 sales of $800,000.
Export sales increased by $6,839,000, or 18.3%, to $44,135,000. Exports
were 17.7% of gross revenues in 1994 versus 18.3% in 1993. International sales,
comprised of all sales from our acquired operations in Europe, totaled
$34,800,000.
Total gross profit of $57,881,000 increased by $6,103,000, or 11.8%, from
1993. The increased gross profit was principally due to the Nobel/Profarmaco and
Seal Sands acquisitions, and to sales increases in health and pharmaceuticals
and agricultural intermediates and additives. The gross profit as a percent of
net revenues declined from 26.3% in 1993 to 24.0% in 1994. Without the
acquisition of Nobel/Profarmaco, the gross profit percent would have been 23.0%
in 1994. Loss of margin was principally due to sales price decreases and raw
material price increases in the pyridine and related businesses, and higher
manufacturing costs due to weather related problems in the first quarter 1994.
Selling, general and administrative expenses as a percentage of net
revenues was 12.9% in 1994, down from 14.9% in 1993. The 1994 expense of
$31,216,000 was $1,930,000 (6.6%) above 1993. The increased
15
17
operating expenses of the new acquisitions were mostly offset by reduced
spending, including staff reductions, reduced legal costs, and lower
environmental provisions.
Periodically, the Company conducts a comprehensive review of its
environmental and litigation issues, prepares estimates of the range of
potential costs of each issue wherever possible, and adjusts the accruals for
environmental contingencies as circumstances warrant. No additional
environmental provision was recorded in 1994. The 1993 provision was $1,029,000.
A discussion of such matters is included in the footnotes to the financial
statements. A settlement with insurance companies relating to coverage of
environmental remediation costs allowed us to recover $1,000,000 of legal
expenses spent in 1993 and 1994, pursuing this recovery.
Research and development expenses of $5,689,000 were 2.4% of net revenues
in 1994, and represented a 2.6% decrease from 1993. Decreased spending at our
Harriman and Bayonne facilities were offset by increased spending to our other
domestic facilities and at our newly acquired sites in England, Sweden and
Italy. This was consistent with our strategic focus on the Health and
Pharmaceuticals and Fine Chemicals product categories.
The operating profit in 1994 increased 26.0% to $20,976,000 from
$16,649,000 in 1993. The increased operating profits were due to the acquisition
of Nobel/Profarmaco; and to cost reductions in selling, general and
administration, and in research and development.
Net interest expense of $4,581,000 in 1994 reflected an increase of
$1,810,000 from 1993. The increase was due to financing activities necessary for
the acquisitions of Seal Sands and Nobel/Profarmaco of $138,000,000 and higher
interest rates.
Other income in 1994 was $497,000 compared with other expense of $446,000
in 1993. The difference included 1994 currency gains at Profarmaco.
The provision for income taxes for 1994 resulted in an effective rate of
34.1% versus 35.6% in 1993. The rate decreased due to the mix of income from
international and domestic subsidiaries.
The Company's net income increased 28.8% to $11,126,000 compared with a net
income of $8,641,000 in 1993.
1993 COMPARED TO 1992
Net revenues in 1993 increased $17,751,000 (9.9%) over 1992 as a result of
including a full year of Zeeland sales, the increased performance chemicals
business due to the acquisition of a fiber optic gel business, and increased
feed additive sales. The health and pharmaceuticals business declined in 1993.
HEALTH AND PHARMACEUTICALS' revenues decreased $3,617,000 (6.1%) from 1992.
The full year effect of the acquisition of Zeeland in March 1992 added
$3,215,000 to this sales category. This category's performance was affected by
decreases in the shipments of bulk pharmaceuticals from unusually high levels in
1992, and from reduced shipments of niacinamide (Vitamin B3) intermediates to
the Asia-Pacific region due to economic problems and increased competition.
Sales of cosmetic and toiletry related compounds represented $22,700,000,
or 41%, of this category's 1993 revenues and were $200,000 higher than 1992. An
increase of $1,200,000 in sales is due to products associated with the Zeeland
acquisition. Sales of castor oil based personal care products totaled $8,900,000
in 1993 and were $700,000 lower than the prior year. Sales of pyridine based
products totaled $6,200,000 in 1993 and were $300,000 lower than the prior year
due to reduced demand in the Asia-Pacific region and competitive pressure in
China.
Sales of pharmaceutical intermediates represented $14,600,000, or 26%, of
this category's 1993 revenues and were $300,000 higher than 1992. The increase
is due to a variety of products associated with the Zeeland acquisition and an
increase in x-ray contrast preparations. This increase was partially offset by
decreases in pyridine based intermediates used in the pharmaceutical industry in
Europe that were due to depressed economic conditions. The overall market for
x-ray contrast drugs continues to grow as less toxic compounds are developed.
16
18
Sales of bulk pharmaceuticals represented $9,700,000, or 18%, of this
category's 1993 revenues and were $2,700,000 lower than 1992. The decrease was
due to the unusually high 1992 sales caused by a disruption in the supply chain
that resulted in distributors building excessive inventories. Sales were below
normal levels in 1993 due to this inventory correction.
Sales of Vitamin B3 and its chemical precursors represented $8,500,000, or
15%, of this category's 1993 revenues and were $1,400,000 lower than 1992. The
Company's strategy to convert more of the intermediate into niacinamide (Vitamin
B3) produced increased sales of USP grade B3 offset by reduced sales of the
intermediate. Overall sales were lower because of currency restrictions in China
and depressed economic conditions in Europe.
Revenues from AGRICULTURAL INTERMEDIATES AND ADDITIVES increased by
$2,033,000 (4.1%) over 1992. The increase was due to higher sales of
organo-arsenical feed additives to the poultry industry and to increased
shipments of a pyridine compound to a major herbicide producer. This category
was negatively affected by the end of a contract for a herbicide intermediate in
the fourth quarter 1992, and a decrease in export sales of pyridine derivatives.
The sales of products used in the manufacture of herbicides and
insecticides amounted to $22,800,000, or 45%, of this category's 1993 revenues
and were down 12% from 1992. Sales of pyridine, the largest item in this group,
were at the same level as 1992. The largest pyridine customer is Zeneca, Inc.
who uses it in the manufacture of herbicides. The Company produces another major
pyridine compound and is the exclusive supplier of this product to Dow Elanco
who uses it in production of a herbicide. Sales of this compound increased 88%
in 1993 due to Dow resuming normal ordering patterns after reducing their
inventories in 1992. Sales of other pyridine derivatives in this category
decreased 80% from 1992 due to high inventory positions in the Asia-Pacific
region and reduced use of a wheat fungicide in Europe.
The sales of animal additive products was $28,400,000, or 55%, of this
category's 1993 revenues, up 23% from 1992. Sales of organo-arsenical feed
additives increased 33% over the prior year due to a competitor stopping
production, increased dosages by poultry producers, and increased poultry
production in the U.S.
Sales from SPECIALTY AND FINE CHEMICALS increased by $11,218,000 (29.8%).
This increase included the effect of Zeeland for a full year of $5,957,000.
Increases in this category included photographic chemicals, specialty additives,
organic intermediates, specialty catalysts and custom manufactured products. The
most significant improvement in this category was due to the expansion in
production capabilities of a polymer used in instamatic film.
Sales of photographic chemical products represented $13,700,000, or 28%, of
this category's 1993 revenues and were $5,500,000 higher than 1992. The increase
is due to a substantial increase in production capacity of a photochemical used
as a polymer in instamatic film.
Sales of specialty additive products represented $13,300,000, or 28%, of
this category's 1993 revenues and were $3,500,000 higher than 1992. This
increase is primarily attributable to sales of a chemical used in a fire
retardant fiber and for cooling tower water treatments, and to sales of a
product used as a cross linker for strengthening plastic.
Sales of organic intermediate products represented $10,800,000, or 22%, of
this category's 1993 revenues and were $1,800,000 higher than 1992. This
increase is attributable to a wide variety of products used as chemical
intermediates.
Sales of catalyst chemical products represented $9,800,000, or 20%, of this
category's 1993 revenues and were $1,400,000 higher than 1992. The increase is
primarily attributable to a variety of products associated with the Zeeland
acquisition.
PERFORMANCE CHEMICALS' sales increased $10,439,000 (51.1%) from 1992 due to
increases in fiber optic cable gels and encapsulants to the telecommunications
industry. The acquisition of a complimentary fiber optic gel business in March
1993 contributed $8,900,000 in increased revenues. The encapsulant sales were 8%
above 1992 primarily due to penetration of international markets.
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19
COATINGS' revenues decreased $1,643,000 (8.9%) from 1992 primarily due to a
tolling agreement for paint additives and corrosion inhibitors that ended in May
1993. Sales of castor oil derivatives were at the same level as 1992.
Export and international sales decreased by $7,200,000, or 16.2%. Exports
were 18.3% of gross revenues in 1993 versus 24.1% in 1992 due to lower export
sales caused by poor economic conditions in Europe and payment problems in the
Asia-Pacific region.
Total gross profit of $51,778,000 increased by $5,742,000, or 12.5%, from
1992. The gross profit as a percent of net revenues improved from 25.7% in 1992
to 26.3% in 1993. The increased gross profit was due to an improvement in sales
mix and the continued effort to improve manufacturing costs and production
processes.
Selling, general and administrative expenses as a percentage of net
revenues was 14.9% in 1993, down from 15.7% in 1992. The 1993 expense of
$29,286,000 was $1,085,000 (3.8%) above 1992, due to the full year effect of the
Zeeland acquisition and the costs of establishing a sales office in Hong Kong.
Bonus payments to employees declined by 40% to $1,700,000 in 1993 based on a
formula using year-to-year changes in net income and return on investment
achieved.
Periodically, the Company conducts a comprehensive review of its
environmental and litigation issues, prepares estimates of the range of
potential costs of each issue wherever possible, and adjusts the accruals for
environmental contingencies as circumstances warrant. An environmental provision
of $1,029,000 was recorded in 1993 attributable to activity in a number of
pending environmental matters; $1,747,000 was recorded in 1992.
Research and development expenses of $5,843,000 were 3.0% of net revenues
in 1993, and represented a 44.4% increase over 1992. The increase of $1,797,000
in 1993 was largely due to the commitment to develop new products and processes
to ensure future growth in profitability. This commitment will continue in the
future.
The operating profit in 1993 increased 20.7% to $16,649,000 from
$13,789,000 in 1992. The increased operating profits were due to increased sales
and gross margin, partially offset by the increases in research and development
spending.
Net interest expense of $2,771,000 in 1993 reflected an increase of
$334,000 from 1992. The increase was due to higher borrowings in order to
finance acquisition activity and the capital program.
Other expense in 1993 was $466,000 compared with other expense of
$1,054,000 in 1992. The decrease was due to a 1992 provision of $553,000 for the
write-off of a receivable.
The provision for income taxes for 1993 resulted in an effective rate of
35.6% versus 39.5% in 1992. The rate decreased due to the realization of the
benefit of tax planning strategies.
The Company's net income increased 38.7% to $8,641,000 compared with a net
income of $6,230,000 in 1992.
1992 COMPARED TO 1991
Net revenues in 1992 increased $34,952,000 (24.2%) as a result of the
acquisition of Zeeland in March 1992, increased revenues from the Salsbury 1991
acquisition included for a full year, and price increases. The increased
revenues were partially offset by declines in coatings business volume.
HEALTH AND PHARMACEUTICALS' revenues increased $20,783,000 (54.1%) over
1991. The acquisition of Zeeland added $11,264,000 to this sales category with
sales of intermediates for cough and cold preparations and pharmaceuticals, a
reagent in the manufacture of antibiotics for respiratory infections, and a food
additive for soft drinks. The full year effect of Salsbury added $9,404,000 to
sales.
Sales of cosmetic and toiletry related compounds represented $22,500,000,
or 38%, of this category's 1992 revenues and were $5,200,000 higher than 1991.
An increase of $3,400,000 is attributable to a variety of
18
20
products associated with the Zeeland acquisition. The remaining increase of
$1,800,000 is primarily attributable to increases in castor oil based personal
care products and pyridine based products. Sales of castor oil based personal
care products totaled $9,600,000 in 1992 and were $600,000 higher than the prior
year due to increased market penetration. Sales of pyridine based products
totaled $6,500,000 in 1992 and were $1,200,000 higher than the prior year due to
increasing use of pyridine in cosmetic applications.
Sales of pharmaceutical intermediates represented $14,300,000, or 24%, of
this category's 1992 revenues and were $8,700,000 higher than 1991. An increase
of $7,400,000 is attributable to a variety of products associated with the
Zeeland acquisition. The remaining increase of $1,300,000 is primarily
attributable to increased sales due to the July 1991 acquisition of Salsbury.
Sales of bulk pharmaceuticals represented $12,400,000, or 21%, of this
category's 1992 revenues and were $7,800,000 higher than 1991. The increase was
due to the inclusion of the first full year associated with the Salsbury
acquisition.
Sales of Vitamin B3 and its chemical precursors represented $9,900,000, or
17%, of this category's 1992 revenues and were $1,000,000 lower than 1991. That
decrease is attributable to the Company's decision to devote limited production
capacity to other products with higher profit margins.
Revenues from AGRICULTURAL INTERMEDIATES AND ADDITIVES increased by
$13,222,000 (36.8%) over 1991. The Salsbury acquisition, which occurred in July
1991, contributed $7,605,000 of the increased sales. Another factor in the
increased sales was the renewal of a contract (which had been terminated in
1990) for the manufacture of a herbicide intermediate by our facility in
Delaware Water Gap, Pennsylvania. This contract was completed in November 1992.
The sales of feed grade Vitamin B3 also increased both in terms of volume and in
price.
The sales of products used in the manufacture of herbicides and
insecticides amounted to $26,000,000, or 53%, of this category's 1992 revenues.
Sales of pyridine, the largest item in this group, declined 4% from 1991 levels
primarily due to the increasing requirements for the manufacture of pyridine
derivatives. The bulk of the pyridine sales are to Imperial Chemical Industries
PLC (ICI) who uses it in the manufacture of its widely used herbicides
Gramoxone(R) and Diquat. Another major component of this product category is
2-cyanopyridine. The Company is the exclusive supplier of this product to Dow
Elanco who uses it in production of the herbicide Tordon(R). The sales of
2-cyanopyridine declined 10% in 1992 due to Dow holding an unusually high level
of inventory at the end of 1991. Sales for pyridine derivatives in this category
grew by 58% over 1991 due to increased sales to Europe and China. The
derivatives are used in new rice herbicides and wheat fungicides and as a cotton
growth regulator.
The sales of animal feed additive products was $23,100,000, or 47%, of this
category's 1992 revenues. Sales of feed grade Vitamin B3 and its chemical
precursors increased 34% from 1991. The Company has a program to increase its
capacity to produce niacinamide (Vitamin B3) thereby increasing sales and
improving its market position, and reducing sales of the chemical precursors.
Sales of organo-arsenical feed additives substantially increased over the prior
year due to a full year of sales from Salsbury plus increased market penetration
by our customer, A. L. Laboratories, the sole marketer of such products.
Sales from SPECIALTY AND FINE CHEMICALS increased by $9,738,000 (34.9%)
mainly due to the Zeeland acquisition which contributed $11,482,000 to this
total. The major Zeeland products include products for the photographic
industry, catalysts, organic intermediates and specialty additives.
Sales of organic intermediate products represented $9,000,000, or 24%, of
this category's 1992 revenues and were $2,400,000 lower than 1991. This decrease
is attributable to increased competition by offshore companies and a strategic
decision not to sell in certain markets at depressed prices.
Sales of specialty additive products represented $9,800,000, or 27%, of
this category's 1992 revenues and were $3,600,000 higher than 1991. The increase
is attributable to sales related to the acquisitions of Zeeland and Salsbury.
19
21
Sales of catalyst products represented $8,400,000, or 22%, of this
category's 1992 revenues and were $3,500,000 higher than 1991. That increase is
primarily attributable to a variety of products associated with the Zeeland
acquisition.
Sales of photographic chemical products represented $8,200,000, or 22%, of
this category's 1992 revenues and were $4,800,000 higher than 1991. That
increase is primarily attributable to a variety of products associated with the
Zeeland acquisition. Zeeland is the key supplier of a photochemical to a major
film manufacturer and plans to increase production capacity for that product
during 1993.
PERFORMANCE CHEMICALS' sales decreased $583,000 (2.8%) from prior year.
Sales of encapsulant products declined approximately 3% from 1991 reflecting a
continued decline in the use of copper cables in the telecommunications sector,
but rebuilding after Hurricane Andrew in Florida and Louisiana helped to reduce
the decline. Pricing of encapsulants, however, was slightly better than in 1991.
COATINGS' revenues decreased $8,577,000 (31.6%) from 1991 due to the
withdrawal of rheological additive products and mercury biocides in 1991. Castor
oil based products sold in this category increased due to sales to the
construction and automotive industries.
Export and international sales increased by $7,110,000, or 19.0%. Exports
were 24.1% of gross revenues in 1992 versus 24.9% in 1991 due to lower export
percentages from Zeeland and Salsbury than the overall Cambrex average. The
increased export activity was attributable to Zeeland, which exported $4,500,000
in 1992 (mostly to Europe), and higher pyridine derivative sales to the Far East
and Europe.
Total gross profit of $46,036,000 increased by $19,710,000, or 74.9%, from
the 1991 level. The gross profit as a percent of net revenues improved from
18.2% in 1991 to 25.7% in 1992. The improved gross profit was due to the
increased sales of higher margin products, lower cost of major raw materials,
and a $4,000,000 charge in 1991 for obsolete and offspecification inventories
and the related waste disposal costs for products manufactured at the Bayonne,
New Jersey facility.
Selling, general and administrative expenses as a percentage of net
revenues was 15.7% in 1992, consistent with 1991. The 1992 expense of
$28,201,000 was $5,458,000 above 1991, due to the addition of Salsbury and
Zeeland, and the cost of bonus payments to management and to other employees in
1992 of $2,800,000.
Periodically, the Company conducts a comprehensive review of its
environmental and litigation issues, prepares estimates of the range of
potential costs of each issue, where it can be estimated, and adjusts the
accruals for environmental contingencies as circumstances warrant. An
environmental provision of $1,747,000 was recorded in 1992 attributable to
activity in a number of pending environmental matters. The 1992 provision
compares favorably with that of the prior year which included a $2,538,000
provision related to estimated remediation costs for a particular site.
Research and development expenses of $4,046,000 were 2.3% of net revenues
in 1992, and represent the same percentage as 1991. The increase of $767,000 in
1992 was largely due to the Zeeland acquisition and a full year of operations at
Salsbury. Spending by all our other businesses was comparable to 1991 levels.
Operating profit in 1992 was $13,789,000 compared to $304,000 in 1991. The
increased operating profit was due to the improved gross profit, partially
offset by higher selling, general and administrative expenses and research and
development expenses.
Net interest expense of $2,437,000 in 1992 reflected a decrease by $94,000
from 1991. The lower average interest rate, based on better terms in the credit
agreement negotiated in February 1992 and lower market rates, offset higher
average loan balances in 1992, relating to acquisition activities.
Other expense in 1992 was $1,054,000 compared with other income of
$2,279,000 in 1991. The key item in 1992 was a $553,000 provision for the
potential write-off of an other receivable related to a product previously
manufactured by Cambrex for a specific customer in prior years. The 1991 other
income consisted primarily of $2,758,000 which represented the elimination of
the remaining balance of a $3,400,000 accrual previously established in
connection with the sale of certain product lines in 1990.
20
22
In 1992, the Company reported net income of $6,230,000 compared with a net
income of $31,000 in 1991.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flow from operations was $27,429,000 for December 31, 1994
compared with $16,390,000 in 1993. The increase in cash flow is primarily due to
increased earnings and additional depreciation.
Capital expenditures were $20,825,000 in 1994, $15,535,000 in 1993, and
$9,133,000 in 1992. The largest expenditures were for (1) a new facility at the
Salsbury site in Charles City, Iowa, to increase production levels for several
products and to generate steam; and (2) a new facility at the Zeeland site in
Zeeland, Michigan, to manufacture a cough suppressant intermediate for a major
customer.
An additional amount of $126,000,000 was used to acquire the stock of
Nobel/Profarmaco on October 12, 1994 and $7,400,000 was used to acquire Seal
Sands Chemicals Ltd. on January 31, 1994.
On September 21, 1994, the Company entered into a new $225,000,000 Loan
Agreement (the "Credit Agreement") with a syndicate of lenders (the "Banks") and
with NBD Bank, N.A., as Agent. The Credit Agreement provides for (i) a one-year
$50,000,000 bridge loan, due October 11, 1995; (ii) a $75,000,000 term loan,
with mandatory $1,000,000 quarterly payments until September 30, 1997 and
mandatory quarterly payments of $3,938,000 for each quarter thereafter until
September 30, 2001; and (iii) a $100,000,000 revolving credit facility, due
October 11, 1997. The revolving credit facility will be extended for successive
two-year periods subsequent to October 11, 1997 unless either the Company or the
Banks elect not to so extend the facility.
The Credit Agreement permits the Company to choose from various interest
rate options and to specify the portion of the borrowing to be covered by each
interest rate option. It also retains virtually all of the affirmative and
negative covenants contained in the Company's previous senior bank credit
agreement (the "Old Credit Agreement"), but provides for certain changes to the
minimum net worth and deferred pledge of assets covenants.
On October 11, 1994, the Company borrowed $32,200,000 and L4,265,000 under
the Credit Agreement to repay all of its obligations under the Old Credit
Agreement, and the Old Credit Agreement was terminated. On October 12, 1994, the
Company borrowed $126,000,000 under the Credit Agreement, including all of the
$50,000,000 bridge loan facility and all of the $75,000,000 seven-year term
loan, to finance the acquisition of Nobel/Profarmaco. On October 31, 1994, the
Company borrowed $4,150,000 under the Credit Agreement to retire a variable rate
Industrial Development Revenue Bond relating to its manufacturing facility in
Zeeland, Michigan.
The Company has undrawn borrowing capacity of approximately $55,600,000
under the Credit Agreement as of December 31, 1994, which can be used for
general corporate purposes. Management is of the opinion that these amounts,
together with other available sources of capital, are adequate for meeting the
Company's financing and capital requirements.
During 1994, the Company paid cash dividends of $0.20 per share.
The Company buys materials and sells products in a variety of currencies,
and owns property in various parts of the world. Its results are, therefore,
impacted by changes in the relative value of currencies in which it deals. Prior
to the acquisition of Nobel/Profarmaco, this risk was not considered to be
significant and the Company had no program to mitigate it.
Since the acquisition of Nobel/Profarmaco, the potential impact of changes
in relative currencies' values has increased significantly. The Company has
begun to put in place a process to monitor and control such exposures. Until the
formal system is complete, management is monitoring for identifiable exposures
and taking appropriate action where necessary.
21
23
ENVIRONMENTAL
The Company maintains environmental and industrial safety and health
compliance programs at its plants, and believes that its manufacturing
operations are in general compliance with all applicable safety, health and
environmental laws.
Beginning in 1990, CasChem, Inc., one of the Company's subsidiaries, was
the subject of an investigation by the Environmental Protection Agency and the
Federal Bureau of Investigation concerning the handling, storage, and disposal
of hazardous wastes. During 1994, a settlement was reached wherein that
subsidiary pleaded guilty to the unpermitted storage of one drum of hazardous
waste and the payment of a $1,000,000 fine, which was paid in January 1995. As a
related liability had been previously established, the resolution of this matter
has had no effect upon the results of operations in 1994.
Through the activities of its predecessors and third parties in connection
with the handling and disposal of hazardous and other wastes, the Company may
become liable, irrespective of fault, for certain site remediation costs under
federal and state environmental statutes. Descriptions of such environmentally
related contingencies are presented in Note #19 to the financial statements and
incorporated herein by reference.
The resolution of such matters often spans several years and frequently
involves regulatory oversight and/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
related cash disbursements cannot be determined with certainty. However,
management is of the opinion that while the ultimate liability resulting from
these matters may have a material effect upon the results of operations in any
given year, they will not have a material adverse effect upon the Company's
liquidity nor its financial position.
IMPACT OF RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standard No. 112 "Employer's Accounting
for Postemployment Benefits" (SFAS 112) requires the recognition of an accrual
basis of all types of postemployment benefits provided to former or inactive
employees subsequent to employment but before retirement. The Company currently
provides limited benefits in this regard and adopted SFAS 112 effective January
1, 1994. The net effect upon 1994 pretax operating results and the related
annual expense was immaterial. The Company does not anticipate significant
increases in the annual expense related to SFAS 112.
22
24
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements and selected quarterly
financial data of the Company are filed under this item:
PAGE NUMBER
(IN THIS REPORT)
----------------
Independent Accountants' Report............................................... 24
Consolidated Balance Sheets as of December 31, 1994 and 1993.................. 25
Consolidated Income Statements for the Years Ended December 31, 1994, 1993 and
1992........................................................................ 26
Consolidated Statements of Stockholders' Equity for the Years Ended December
31, 1994, 1993 and 1992..................................................... 27
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994,
1993 and 1992............................................................... 28
Notes to Consolidated Financial Statements.................................... 29
Consolidated Quarterly Financial Data (unaudited) for the Years Ended December
31, 1994 and 1993........................................................... 47
The financial statements and schedules are filed pursuant to Item 14 of
this report.
23
25
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
of Cambrex Corporation:
We have audited the accompanying consolidated balance sheets of Cambrex
Corporation and Subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, stockholders' equity and cash flows and the
consolidated financial statement schedules for each of the three years in the
period ended December 31, 1994, as listed in Item 14(a) of this Form 10-K. These
consolidated financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Cambrex Corporation and Subsidiaries as of December 31, 1994 and 1993, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles. In addition, in our opinion, the consolidated
financial statement schedules referred to above, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly, in
all material respects, the information required to be included therein.
As discussed in Notes 9 and 15 to the consolidated financial statements, in
1993 the Company changed its method of accounting for income taxes and changed
its method of accounting for postretirement benefits other than pensions.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
January 19, 1995
24
26
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
1994 1993
-------- --------
ASSETS
Current assets:
Cash and cash equivalents............................................ $ 9,087 $ 161
Receivables:
Trade accounts, less allowance for doubtful accounts of $1,288 and
$355 at respective dates......................................... 47,742 27,778
Other............................................................. 5,112 237
-------- --------
52,854 28,015
Inventories.......................................................... 61,979 33,730
Deferred tax asset................................................... 1,089 1,315
Other current assets................................................. 5,689 3,557
-------- --------
Total current assets......................................... 130,698 66,778
Property, plant and equipment, net..................................... 172,282 89,784
Intangible assets, net................................................. 56,991 7,621
Other assets........................................................... 506 2,662
-------- --------
Total assets................................................. $360,477 $166,845
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities............................. $ 48,402 $ 20,872
Income taxes payable................................................. 5,982 3,409
Short-term debt...................................................... 52,368
Current portion of long-term debt.................................... 4,021 4,000
-------- --------
Total current liabilities.................................... 110,773 28,281
Long-term debt......................................................... 115,975 36,261
Deferred taxes......................................................... 14,258 5,986
Other noncurrent liabilities........................................... 17,505 8,748
-------- --------
Total liabilities............................................ 258,511 79,276
Commitments and contingencies
Stockholders' equity:
Common Stock, $.10 par value; issued 6,078,781 and
6,014,681 shares at respective dates.............................. 607 601
Additional paid-in capital........................................... 73,673 72,627
Retained earnings.................................................... 35,935 25,859
Additional minimum pension liability................................. (1,030)
Treasury stock, at cost; 756,806 and 819,049 shares at respective
dates............................................................. (9,690) (10,488)
Cumulative translation adjustment.................................... 1,441
-------- --------
Total stockholders' equity................................... 101,966 87,569
-------- --------
Total liabilities and stockholders' equity................... $360,477 $166,845
======== ========
See accompanying notes to consolidated financial statements.
25
27
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS, EXCEPT PER-SHARE DATA)
YEARS ENDED DECEMBER 31,
----------------------------------
1994 1993 1992
-------- -------- --------
Net revenues............................................... $241,634 $197,203 $179,452
Operating expenses:
Cost of goods sold....................................... 183,753 145,425 133,416
Selling, general and administrative...................... 31,216 29,286 28,201
Research and development................................. 5,689 5,843 4,046
-------- -------- --------
Total operating expenses......................... 220,658 180,554 165,663
-------- -------- --------
Operating profit........................................... 20,976 16,649 13,789
Other (income) expenses
Interest income.......................................... (95) (41) (26)
Interest expense......................................... 4,676 2,812 2,463
Other -- net............................................. (497) 466 1,054
-------- -------- --------
Income before income taxes................................. 16,892 13,412 10,298
Provision for income taxes................................. 5,766 4,771 4,068
-------- -------- --------
Net income................................................. $ 11,126 $ 8,641 $ 6,230
======== ======== ========
Earnings per share of common stock and common stock
equivalents:
Primary............................................... $ 1.96 $ 1.64 $ 1.27
Fully diluted......................................... $ 1.95 $ 1.60 $ 1.23
Weighted average shares outstanding:
Primary............................................... 5,674 5,282 4,888
Fully diluted......................................... 5,699 5,484 5,242
See accompanying notes to consolidated financial statements.
26
28
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)
COMMON STOCK NONVOTING
----------------- COMMON ADDITIONAL TOTAL
PAR STOCK MINIMUM CUMULATIVE STOCK-
SHARES VALUE (PAR PAID- IN RETAINED PENSION TREASURY TRANSLATION HOLDERS'
ISSUED ($.10) $.10) CAPITAL EARNINGS LIABILITY STOCK ADJUSTMENT EQUITY
---------- ----- --------- ------- -------- ---------- -------- ---------- --------
Balance at December 31,
1991....................... 5,656,184 $566 $67,030 $12,922 $(11,801) $ 68,717
Net income................. 6,230 6,230
Cash dividends at $0.20 per
share.................... (950) (950)
Exercise of stock
options.................. 49,550 5 306 311
Shares issued under savings
plan..................... 378 749 1,127
Purchase of treasury
stock.................... (258) (258)
---------- ----- --------- ------- -------- ---------- -------- ---------- --------
Balance at December 31,
1992....................... 5,705,734 571 -- 67,714 18,202 -- (11,310) -- 75,177
Net income................. 8,641 8,641
Cash dividends at $0.20 per
share.................... (984) (984)
Exercise of stock
options.................. 51,550 5 334 339
Conversion of subordinated
notes.................... 257,397 25 3,965 3,990
Additional minimum pension
liability................ $ (1,030) (1,030)
Shares issued under savings
plan..................... 614 822 1,436
---------- ----- --------- ------- -------- ---------- -------- ---------- --------
Balance at December 31,
1993....................... 6,014,681 601 -- 72,627 25,859 (1,030) (10,488) -- 87,569
Net income................. 11,126 11,126
Cash dividends at $0.20 per
share.................... (1,050) (1,050)
Exercise of stock
options.................. 64,100 6 395 401
Additional minimum pension
liability................ 1,030 1,030
Shares issued under savings
plan..................... 651 798 1,449
Adjustment for foreign
currency translation..... $1,441 1,441
---------- ----- --------- ------- -------- ---------- -------- ---------- --------
Balance at December 31,
1994....................... 6,078,781 $607 $ -- $73,673 $35,935 -- $ (9,690) $1,441 $101,966
======== ===== ========= ======= ======== ========= ======== ========== ========
See accompanying notes to consolidated financial statements.
27
29
CAMBREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
YEARS ENDED DECEMBER 31,
-----------------------------------
1994 1993 1992
--------- -------- --------
Cash flows from operations:
Net income.............................................. $ 11,126 $ 8,641 $ 6,230
Depreciation and amortization........................... 15,937 11,779 10,323
Provision for environmental contingencies............... 1,029 1,747
Increase (decrease) in deferred taxes................... 3,183 1,112 (16)
Changes in assets and liabilities:
Receivables.......................................... (3,349) (228) 862
Inventories.......................................... (1,212) (3,709) (1,941)
Other current assets................................. (44) (684) (1,100)
Accounts payable and accrued liabilities............. 3,625 1,016 6,666
Income taxes payable................................. (1,852) 57 1,757
Other noncurrent assets and liabilities.............. 15 (2,623) (506)
--------- -------- --------
Net cash provided from operations.................... 27,429 16,390 24,022
--------- -------- --------
Cash flows from investing activities:
Capital expenditures.................................... (20,825) (15,535) (9,133)
Acquisition of businesses............................... (131,697) (5,886) (20,228)
Proceeds from sale of product lines..................... 2,152
--------- -------- --------
Net cash (used in) investing activities.............. (150,370) (21,421) (29,361)
--------- -------- --------
Cash flows from financing activities:
Dividends............................................... (1,050) (984) (950)
Increase in short-term debt............................. 50,784
Long-term debt activity (including current portion):
Borrowings........................................... 134,679 42,111 65,544
Repayments........................................... (56,244) (38,274) (59,985)
Proceeds from the issuance of common stock.............. 401 339 311
Proceeds from the sale of treasury stock................ 1,449 1,436 1,127
Purchase of treasury stock.............................. (257)
--------- -------- --------
Net cash provided from financing activities.......... 130,019 4,628 5,790
--------- -------- --------
Effect of exchange rate changes on cash................... 1,848
--------- -------- --------
Net increase (decrease) in cash........................... 8,926 (403) 451
Cash at beginning of year................................. 161 564 113
--------- -------- --------
Cash at end of year....................................... $ 9,087 $ 161 $ 564
========= ======== ========
Supplemental disclosure:
Interest paid........................................ $ 4,996 $ 2,810 $ 2,182
Income taxes paid.................................... $ 4,854 $ 4,126 $ 3,203
Noncash transactions:
Conversion of subordinated notes to common stock........ $ 3,990
Additional minimum pension liability recorded as a
charge to stockholders' equity in 1993 and eliminated
in 1994.............................................. $ (1,030) $ 1,030
See accompanying notes to consolidated financial statements.
28
30
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(1) THE COMPANY
Cambrex Corporation supplies a broad line of pharmaceutical related
products, specialty chemicals, fine chemicals and commodity chemical
intermediates to a diverse customer base for use in a wide variety of
applications.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
Cash Equivalents
Temporary cash investments with an original maturity of less than three
months are considered cash equivalents.
Financial Instruments
Financial instruments consist principally of accounts receivable.
Concentration of credit risk exists inasmuch as the Company sells its products
to customers primarily in the chemical and pharmaceutical industries. However,
receivables are spread among many customers and are geographically dispersed. No
customer represents more than 10% of sales nor receivables.
Inventories
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Property, Plant and Equipment
Property, plant and equipment is stated at cost, net of accumulated
depreciation. Plant and equipment are depreciated on a straight-line basis over
the estimated useful lives for each applicable asset group as follows:
Buildings and improvements................... 15 to 20 years
Machinery and equipment...................... 5 to 10 years
Furniture and fixtures....................... 3 to 5 years
When assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is reflected in other (income) expense, net. Total interest capitalized
in 1994 amounted to $461.
Intangible Assets
Intangible assets are recorded at cost and amortized on a straight-line
basis as follows:
Patents......................... Amortized over the remaining
life of individual patents
(average 5 years)
Goodwill........................ 4 to 20 years
Product technology.............. 5 to 17 years
Non-compete agreements.......... 5 years
Trademarks and other............ 1 to 40 years
29
31
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
At each balance sheet date, the Company evaluates the realizability of
intangibles based upon expectations of non-discounted cash flows and operating
income for each subsidiary having material intangible balances.
Income Taxes
The Company files a consolidated Federal income tax return which includes
all domestic subsidiaries and foreign income where appropriate.
Deferred taxes are recorded based upon differences between the financial
statement and tax bases of assets and liabilities, and available tax credit
carryforwards.
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes." Prior to that date,
income taxes were accounted for in accordance with the provisions of Accounting
Principles Board Opinion No. 11.
Foreign Currency
The functional currency of the Company's foreign subsidiaries is the
applicable local currency. The translation of the applicable foreign currencies
into U.S. dollars is performed for balance sheet accounts using current exchange
rates in effect at the balance sheet date and for revenue and expense accounts
and cash flows using average rates of exchange prevailing during the year.
Adjustments resulting from the translation of foreign currency financial
statements are accumulated in a separate component of stockholders' equity until
the entity is sold or substantially liquidated. Gains or losses resulting from
foreign currency transactions are included in the results of operations, except
for those relating to intercompany transactions of a long-term investment nature
which are accumulated in stockholders' equity.
Earnings Per Common Share
The calculation of primary earnings per common share is based on the
weighted average number of common shares and common share equivalents
outstanding during the applicable period. Fully diluted earnings per share
assumes conversion of the outstanding convertible subordinated notes in 1993 and
prior years, and the elimination of the related interest expense, net of tax.
(3) ACQUISITIONS AND DIVESTITURES
(a) On October 12, 1994, the Company completed the acquisition of the stock
of Nobel's Pharma Chemistry Business ("Nobel/Profarmaco") from Akzo Nobel for
approximately $126,000. The business consists of Nobel Chemicals AB in
Karlskoga, Sweden, Profaramaco Nobel S.r.1. in Milan, Italy and sales companies
in Germany, England and the United States. Nobel/Profarmaco manufactures fine
chemical intermediates and bulk active ingredients for pharmaceutical products.
The transaction was accounted for as a purchase and was financed with the
Company's new credit agreement, and resulted in goodwill of $45,756 which is
being amortized on a straight line basis over 17.5 years.
On January 31, 1994, Cambrex purchased substantially all of the assets of
Hexcel Corporation's fine chemicals business located in Middlesbrough, England,
for approximately $7,400 and the assumption of certain current liabilities in
the amount of $2,100. The business, now known as Seal Sands Chemicals, Ltd.
("Seal Sands"), manufactures chemical intermediates used in the pharmaceutical,
photographic, water treatment, health care, and plastics industries. On May 27,
1994, the Company purchased the Topanol product line from Zeneca Limited to
complement the Seal Sands operation for $4,600. These transactions were
accounted for as purchases and were financed with the Company's credit
agreement, and resulted in goodwill of $1,881 for Seal Sands and $504 for
Topanol which are being amortized on a straight line basis over 17.5 years and 5
years, respectively.
30
32
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(3) ACQUISITIONS AND DIVESTITURES -- (CONTINUED)
(b) On March 12, 1993, the Company purchased substantially all of the
assets of Viscosity Oil's fiber optic gel business for $5,886. The transaction
was accounted for as a purchase and was financed with the Company's credit
agreement. No goodwill resulted from this transaction.
(c) On March 31, 1992, the Company purchased substantially all of the
assets of the fine chemicals business of Hexcel Fine Chemicals, now known as
Zeeland Chemicals, Inc. ("Zeeland"), for $20,251, and the assumption of certain
liabilities including a variable rate Industrial Development Revenue Bond in the
principal amount of $4,150, and the remaining payments of a capital lease
obligation with a net present value of $8,214. The transaction was accounted for
as a purchase and was financed with the Company's credit agreement. No goodwill
resulted from this transaction.
(d) Unaudited pro forma results as if the Nobel/Profarmaco and Seal Sands
acquisitions and the Topanol product line purchase had occurred at January 1 of
each of 1994 and 1993 are presented below. Unaudited pro forma results as if the
Zeeland acquisition had occurred at January 1 of 1992 are also presented below.
The pro forma financial information is not necessarily indicative of results of
operations that would have occurred had the combinations been in effect at the
beginning of the periods nor of future results of operations of the combined
companies.
These transactions were accounted for as purchases and were financed with
the Company's credit agreement.
YEARS ENDED DECEMBER 31,
----------------------------------
1994 1993 1992
-------- -------- --------
Net revenues....................................... $328,538 $295,704 $186,569
Net income......................................... 13,990 7,469 6,598
Earnings per share
Primary.......................................... 2.47 1.41 1.35
Fully diluted.................................... 2.45 1.36 1.30
Assets acquired and liabilities assumed are as follows:
1994 1992
-------- --------
Cash........................................................... $ 6,305
Receivables.................................................... 20,638 $ 4,653
Inventories.................................................... 28,791 3,845
Deferred tax asset............................................. 481
Other current assets........................................... 3,574 32
Property, plant and equipment.................................. 76,103 26,348
Goodwill....................................................... 51,381
Accounts payable and accrued liabilities....................... (26,090) (306)
Income taxes payable........................................... (4,551)
Deferred taxes................................................. (6,005)
Other non-current liabilities.................................. (9,752) (14,344)
-------- --------
$140,875 $ 20,228
======== ========
The pro forma information has not been adjusted for the effect of the fiber
optic gel business, acquired in March of 1993, as such amounts cannot be
reasonably separated from existing operations and are deemed to be immaterial.
31
33
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(3) ACQUISITIONS AND DIVESTITURES -- (CONTINUED)
(e) In 1994, the Company sold three small businesses: Wicken cosmetic
esters, black and white photographic chemicals and the Hydrogels business for
$2,152. No gain or loss resulted from the sales of these businesses.
(4) FUTURE IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standard No. 112 "Employers' Accounting
for Postemployment Benefits" (SFAS 112) requires the recognition on an accrual
basis of all types of postemployment benefits provided to former or inactive
employees subsequent to employment but before retirement. The Company currently
provides limited benefits in this regard. The Company adopted SFAS 112 effective
January 1, 1994. The net effect upon 1994 pretax operating results was
immaterial.
Statement of Financial Accounting Standard No. 119 "Disclosure about
Derivative Financial Instruments and Fair Value of Financial Instruments"
requires disclosure about amounts, nature, and terms of derivative financial
instruments held or issued and encourages disclosure of quantitive information
about the market risks associated with those instruments. As of December 31,
1994, the Company had not issued nor did it hold such instruments.
(5) INVENTORIES
Inventories consist of the following:
DECEMBER 31,
-------------------
1994 1993
------- -------
Finished goods................................................... $31,473 $17,988
Raw materials.................................................... 27,603 13,878
Supplies......................................................... 2,903 1,864
------- -------
Total.......................................................... $61,979 $33,730
======= =======
(6) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
DECEMBER 31,
---------------------
1994 1993
-------- --------
Land........................................................... $ 7,937 $ 4,349
Buildings and improvements..................................... 42,261 22,698
Machinery and equipment........................................ 162,383 100,910
Furniture and fixtures......................................... 5,752 4,361
Construction in progress....................................... 23,509 13,919
-------- --------
Total........................................................ 241,842 146,237
Accumulated depreciation....................................... (69,560) (56,453)
-------- --------
Net.......................................................... $172,282 $ 89,784
======== ========
Depreciation expense amounted to $13,983, $10,735 and $9,349 for the years
ended December 31, 1994, 1993 and 1992, respectively.
32
34
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(7) INTANGIBLE ASSETS
Components of intangible assets are as follows:
DECEMBER 31,
---------------------
1994 1993
-------- --------
Goodwill....................................................... $ 51,467 $ 3,900
Other.......................................................... 17,609 15,886
-------- --------
Total........................................................ 69,076 19,786
Accumulated amortization....................................... (12,085) (12,165)
-------- --------
Net.......................................................... $ 56,991 $ 7,621
======== ========
(8) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The components of accounts payable and accrued liabilities are as follows:
DECEMBER 31,
-------------------
1994 1993
------- -------
Accounts payable................................................. $31,047 $12,996
Salaries, wages and employee benefits payable.................... 8,113 3,780
Other accrued liabilities........................................ 9,242 4,096
------- -------
Total.......................................................... $48,402 $20,872
======= =======
(9) INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standard No. 109 (SFAS 109), the effect of which was not material.
In summary, SFAS 109 requires the determination of deferred tax assets and
liabilities by applying applicable tax rates to the difference between the
financial statement and tax bases of assets and liabilities. Additionally, it
requires separate balance sheet disclosure of deferred tax assets and
liabilities and has different recognition criteria for certain deferred tax
assets than Accounting Principles Board Opinion No. 11 (APB 11), the standard
under which the Company's financial statements were previously prepared. As
permitted under SFAS 109, prior year financial statements have not been
restated.
Pretax income consisted of the following:
YEARS ENDED DECEMBER 31,
-------------------------------
1994 1993 1992
------- ------- -------
Domestic.............................................. $15,571 $13,412 $10,298
Foreign............................................... 1,321 -- --
------- ------- -------
Total............................................... $16,892 $13,412 $10,298
======= ======= =======
33
35
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(9) INCOME TAXES -- (CONTINUED)
The provision for income taxes consists of the following expenses
(benefits):
YEARS ENDED DECEMBER 31,
-----------------------------
1994 1993 1992
------- ------ ------
Current:
Federal............................................... $ 3,142 $3,216 $3,515
State................................................. 529 443 569
Foreign............................................... (1,088) -- --
------- ------ ------
2,583 3,659 4,084
------- ------ ------
Deferred:
Federal............................................... 1,537 974 120
State................................................. 328 138 (136)
Foreign............................................... 1,318 -- --
------- ------ ------
3,183 1,112 (16)
------- ------ ------
Total.............................................. $ 5,766 $4,771 $4,068
======= ====== ======
The significant components of the deferred tax expense (benefit) are
presented in the schedule below. For 1994 and 1993, the components of the
deferred tax expense (benefit) were computed in accordance with the provisions
of SFAS 109. For 1992, the components of the deferred income tax expense
(benefit) were computed in accordance with the provisions of APB 11.
YEARS ENDED DECEMBER 31,
----------------------------
1994 1993 1992
------ ------ ------
Depreciation..................................................... $2,558 $2,047 $1,746
Environmental reserves........................................... (290) (453) (693)
Self insurance................................................... (83) (79) (351)
Inventory capitalization......................................... 153 (123) (361)
Alternative minimum tax credits.................................. 538 (727) --
Other............................................................ 307 447 (357)
------ ------ ------
$3,183 $1,112 $ (16)
====== ====== ======
The provision for income taxes differs from the statutory Federal income
tax rate of 34% as follows:
YEARS ENDED DECEMBER 31,
----------------------------
1994 1993 1992
------ ------ ------
Income tax at Federal statutory rate............................. $5,743 $4,560 $3,501
State and local taxes (benefits), net of Federal income tax
benefits....................................................... 566 383 286
Difference between Federal statutory rate and statutory rates on
foreign income................................................. (350)
Other............................................................ (193) (172) 281
------ ------ ------
Provision for income taxes....................................... $5,766 $4,771 $4,068
====== ====== ======
34
36
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(9) INCOME TAXES -- (CONTINUED)
The components of deferred tax assets and liabilities as of December 31,
1994 and 1993 relate to temporary differences and carryforwards as follows:
1994 1993
------- -------
Deferred tax assets:
Inventory...................................................... $ 1,103 $ 1,552
Prepaid pension expense........................................ (495) (623)
Other.......................................................... 481 386
------- -------
Total....................................................... $ 1,089 $ 1,315
======= =======
Deferred tax liabilities:
Depreciation................................................... $19,715 $11,814
Environmental expenses......................................... (3,510) (3,220)
Loss carryforwards net of valuation allowance of $2,329........ (1,000)
Alternative minimum tax credits................................ (1,546) (2,084)
Research and development credits............................... (560) (493)
Other.......................................................... 1,159 (31)
------- -------
Total....................................................... $14,258 $ 5,986
======= =======
Under the tax laws of various countries in which the Company operates, net
operating losses (NOLs) may be carried forward, subject to statutory
limitations, to reduce taxable income in future years. The tax effect of such
NOLs aggregated approximately $3,329 at December 31, 1994, the majority of which
are available on an indefinite carryforward basis. However, a valuation reserve
of $2,329 has been established to reflect uncertainties associated with the
realization of such future benefits. Alternative minimum tax credits totaling
$1,546 are available to offset future Federal income taxes on an indefinite
carryforward basis. Research and development credit carryforwards totaling $560
expire between the years 2001 and 2005.
Presently, the Company's Federal income tax returns for the years 1988
through 1992 are under audit. Management believes that the resolution of those
audits will not have a significant effect upon results of operations in any
given year.
(10) SHORT-TERM DEBT
On September 21, 1994, the Company entered into a new Loan Agreement (the
"Credit Agreement") with NBD Bank, N.A., United Jersey Bank, National
Westminster Bank NJ, Wachovia Bank of Georgia, N.A., BHF-Bank, The First
National Bank of Boston, Chemical Bank New Jersey, N.A., and National City Bank.
The Credit Agreement provides for a bridge loan in the aggregate principal
amount of $50,000 due October 11, 1995. The Credit Agreement permits the Company
to choose between various interest rate options for the bridge loan: (a) U.S.
prime rate plus the applicable margin (ranging from 1/2 of 1% to 2%). The
applicable margin is adjusted based upon the Funded Indebtedness to Cash Flow
Ratio of Cambrex Corporation. See Long-term Debt note regarding
collateralization and covenants.
In addition to the $50,000 one year term loan, the remaining short-term
debt represents the outstanding export financing facility (the "Facility") in
Italy. The Facility provides for $13,000 (Lira 21 billion) in financing, of
which $2,368 (Lira 3.841 billion) was outstanding at December 31, 1994. The
Facility bears no interest.
35
37
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(11) LONG-TERM DEBT
Long-term debt consists of the following:
DECEMBER 31,
---------------------
1994 1993
--------- --------
Bank credit facilities (a)...................................... $ 118,648 $ 36,111
Industrial development revenue bond (b)......................... -- 4,150
Capitalized leases.............................................. 57 --
Notes payable (c)............................................... 1,291 --
--------- --------
Subtotal...................................................... 119,996 40,261
Less: current portion........................................... 4,021 4,000
--------- --------
Total......................................................... $ 115,975 $ 36,261
======== =======
(a) On September 21, 1994, the Company entered into a new Loan Agreement
(the "Credit Agreement") with NBD Bank, N.A., United Jersey Bank, National
Westminster NJ, Wachovia Bank of Georgia, N.A., BHF-Bank, The First National
Bank of Boston, Chemical Bank New Jersey, N.A., and National City Bank. The
Credit Agreement replaces the existing Revolving Credit and Term Loan Agreement
(the "Old Credit Agreement") with NBD Bank, N.A., United Jersey Bank, and
National Westminster Bank NJ. In addition to the one year loan of $50,000 (see
Short-term Debt note), the Credit Agreement provides for a seven year term loan
in the aggregate principal amount of $75,000 (payable $1,000 per quarter for
twelve quarters and $3,938 for the remaining quarters beginning January 1995),
and a revolving credit facility in the aggregate principal amount of $100,000
due October 11, 1997 (evergreen renewal; automatic two year extensions if
non-renewal notice not given).
The Credit Agreement permits the Company to choose between various interest
rate options and to specify the portion of the borrowing to be covered by each
interest rate option. Under the Revolving Credit Agreement, the interest rate
options available to the Company are: (a) U.S. prime rate plus the applicable
margin (ranging from 0% to 3/4 of 1%) or (b) LIBOR plus the applicable margin
(ranging from 1/2 of 1% to 2%). The applicable margin is adjusted based upon the
Funded Indebtedness to Cash Flow Ratio of the Company. The seven year term loan
has the same interest rate options plus 1/2%. Additionally, the Company pays a
commitment fee of between 1/5 of 1% and 3/8 of 1% on the unused portion of the
Revolving Credit facility.
The Credit Agreement retains virtually all of the restrictive covenants
contained in the Company's Old Credit Agreement, but provides for certain
changes to the minimum consolidated net worth and deferred pledge of asset
requirements, as defined, and certain financial ratios. If these covenants are
not met, the loan is collateralized by the assets of the Company's domestic
subsidiaries and 66% of the outstanding capital stock of each of the foreign
subsidiaries.
On October 11, 1994, the Company borrowed $32,200 and L4,265 from the new
Credit Agreement to satisfy the Old Credit Agreement. On October 12, 1994, the
Company borrowed $126,000 from the new Credit Agreement (of which $50,000 is
Short-term Debt) to purchase the stock of Nobel/Profarmaco.
(b) On October 31, 1994, the Company borrowed from the Credit Agreement to
repay the full principal amount of $4,150 along with all accrued interest on the
Industrial Development Revenue Bond (due March 1, 2008) which was assumed as
part of the purchase of the assets of Zeeland Chemicals, Inc.
(c) As part of the October 12 acquisition of Nobel/Profarmaco, the Company
assumed a government loan made to Profarmaco S.r.1. to finance technological
innovations. The Loan of $1,291, bearing interest at 9.21%, is amortized over
ten annual payments starting July 26, 1995 and ending July 26, 2004.
36
38
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(11) LONG-TERM DEBT -- (CONTINUED)
(d) Aggregate maturities of long-term debt are as follows:
1995.............................................. $ 4,021
1996.............................................. 4,092
1997.............................................. 47,748
1998.............................................. 7,048
1999.............................................. 15,870
Thereafter........................................ 41,217
--------
Total........................................ $119,996
========
(12) STOCKHOLDERS' EQUITY
The Company has two classes of common shares designated Common Stock and
Nonvoting Common Stock. Authorized shares of Common Stock were 20,000,000 at
December 31, 1994 and 1993. Authorized shares of Nonvoting Common Stock were
730,746 at December 31, 1994 and 1993.
At December 31, 1994, authorized shares of Common Stock were reserved for
issuance as follows:
Stock option plans................................ 1,018,000
Cambrex savings plan.............................. 82,396
---------
Total shares................................. 1,100,396
========
Nonvoting Common Stock has equal rights with Common Stock, with the
exception of voting power. Nonvoting Common Stock is convertible, share for
share, into Common Stock, subject to any legal requirements applicable to
holders restricting the extent to which they may own voting stock. In 1991, all
113,182 outstanding shares were converted.
In 1990, Cambrex purchased 1,000,000 shares of its Common Stock as part of
a previously announced stock buy back program. These shares were purchased in
the open market at an average purchase price of $12.12 per share. All of the
acquired shares are held as Common Stock in treasury, less shares issued to the
Cambrex Savings Plan. The Company held 756,806 and 819,049 shares of treasury
stock at December 31, 1994 and 1993, respectively.
In 1987, the Company authorized 5,000,000 shares of Series Preferred Stock,
par value $0.10, issuable in series and with rights, powers and preferences as
may be fixed by the Board of Directors. At December 31, 1994 and 1993, there was
no preferred stock outstanding.
(13) STOCK OPTIONS
On October 24, 1983, the Company's stockholders approved the 1983 Incentive
Stock Option Plan ("1983 Plan"), which provides for the grant of options
intended to qualify as incentive stock options to management and other key
employees of Cambrex. On September 1, 1987 the Company's stockholders approved
the 1987 Stock Option Plan ("1987 Plan"), which provides for the granting to key
employees both non-qualified stock options and incentive stock options. On May
7, 1990, the Company's stockholders approved the 1989 Senior Executive Stock
Option Plan ("1989 Plan"), which provides for the grant of options intended to
qualify as additional incentives to the Company's Senior Executive Officers. On
May 1, 1992, the Company's stockholders approved the 1992 Stock Option Plan
("1992 Plan"), which provides for the granting to key employees both
non-qualified stock options and incentive stock options. On April 28, 1994, the
Company's stockholders approved the 1993 Senior Executive Stock Option Plan
("1993 Plan"), which
37
39
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(13) STOCK OPTIONS -- (CONTINUED)
provides for the grant of options intended to qualify as additional incentives
to the Company's Senior Executive Officers. On April 28, 1994, the Company's
stockholders also approved the 1994 Stock Option Plan ("1994 Plan"), which
provides for the granting to key employees both non-qualified and incentive
stock options. The 1994 Plan also provides for the granting of non-qualified
stock options to non-employee directors.
As of December 31, 1994, 298,000 options had been exercised. Shares of
Common Stock subject to outstanding options under the Plans were as follows:
AUTHORIZED SUBJECT TO
FOR ISSUANCE OUTSTANDING OPTIONS
------------ -------------------
1983 Plan.............................................. 216,000 43,650
1987 Plan.............................................. 200,000 108,850
1989 Plan.............................................. 400,000 370,000
1992 Plan.............................................. 100,000 93,350
1993 Plan.............................................. 300,000 285,000
1994 Plan.............................................. 100,000 73,500
------------ ----------
Total shares...................................... 1,316,000 974,350
========= ===============
Information regarding the Company's stock option plans is summarized below:
NUMBER OF
NUMBER OF OPTION PRICE SHARES
SHARES PER SHARE $ EXERCISABLE
--------- --------------- ------------
Outstanding at December 31, 1991..................... 650,050 4.750 - 16.000 274,050
Granted............................................ 124,000 11.500 - 18.125
Exercised.......................................... (49,550) 4.750 - 7.750
Cancelled.......................................... (30,000) 5.750
---------
Outstanding at December 31, 1992..................... 694,500 4.750 - 18.125 547,833
Granted............................................ 14,000 17.875 - 19.375
Exercised.......................................... (51,550) 4.750 - 14.000
---------
Outstanding at December 31, 1993..................... 656,950 4.750 - 19.375 523,617
Granted............................................ 382,000 19.875 - 24.250
Exercised.......................................... (64,100) 4.750 - 19.875
Cancelled.......................................... (500) 7.375
---------
Outstanding at December 31, 1994..................... 974,350 4.750 - 24.250 658,850
========
(14) RETIREMENT PLANS
On December 31, 1994, the Company merged The Cambrex Salaried Pension Plan
(the "Cambrex Plan") with The CasChem Hourly Pension Plan (the "CasChem Plan").
Thus, as of December 31, 1994, the Company maintains two U.S. defined-benefit
pension plans which cover substantially all eligible employees: (1) the Nepera
Hourly Pension Plan (the "Nepera Plan") which covers the union employees at the
Harriman, New York plant, and (2) The Cambrex Pension Plan (the "Cambrex Plan")
which covers all other eligible employees.
Benefits for the salaried and certain hourly employees are based on salary
and years of service, while those for employees covered by a collective
bargained agreement are based on negotiated benefits and years of
38
40
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(14) RETIREMENT PLANS -- (CONTINUED)
service. The Company's policy is to fund pension costs currently to the extent
deductible for income tax purposes. Pension plan assets consist primarily of
equity and fixed income securities.
The 1994 measurement date has been changed to September 30 from December
31. The expense for both 1993 and 1994 are based on a 12 month period, and were
based on valuations of the plan as of January 1, 1993 and January 1, 1994,
respectively. However, the reconciliation of funded status this year is
determined as of September 30, 1994, whereas the last reconciliation was as of
December 31, 1993.
In accordance with the requirements of Statement of Financial Accounting
Standard No. 87 "Employers' Accounting for Pensions" (SFAS 87), the overfunded
and underfunded U.S. plans are presented separately. As a result of the
aforementioned merger of the Cambrex Plan and the CasChem Plan, the remaining
plans are overfunded as of December 31, 1994. The funded status of these plans
as of September 30, 1994 and December 31, 1993 is as follows:
SEPTEMBER 30, 1994 DECEMBER 31, 1993
------------------ --------------------------
OVERFUNDED UNDERFUNDED OVERFUNDED
------------------ ----------- ----------
Actuarial present value of benefit obligations:
Vested benefits................................... $(14,096) $ (13,798) $ (2,146)
Non-vested benefits............................... (1,271) (984) (214)
------------------ ----------- ----------
Accumulated benefit obligation.................... (15,367) (14,782) (2,360)
Additional benefits based on estimated future
salary levels.................................. (939) (1,115) 0
------------------ ----------- ----------
Projected benefit obligation for service rendered
through December 31, 1994 and 1993................ (16,306) (15,897) (2,360)
Plan assets at fair market value.................... 18,224 13,854 4,879
------------------ ----------- ----------
Funded status....................................... 1,918 (2,043) 2,519
Unrecognized net transition (asset)................. (300) 4 (405)
Unrecognized prior service cost..................... (270) (270) (194)
Other -- unrecognized net loss (gain) on past
experience........................................ 184 2,343 (189)
Additional minimum liability........................ 0 (1,030) 0
------------------ ----------- ----------
Prepaid (accrued) pension cost...................... $ 1,532 $ (996) $ 1,731
============== ========= ========
Assumptions used to develop the U.S. 1994 and 1993 net periodic pension
expense and the September 30, 1994 and December 31, 1993 actuarial present value
of projected benefit obligations:
SEPTEMBER 30, 1994 DECEMBER 31, 1993
------------------ --------------------------
OVERFUNDED UNDERFUNDED OVERFUNDED
------------------ ----------- ----------
PENSION EXPENSE
Weighted-average discount rate...................... 7.5% 8.0% 8.0%
Expected long-term rate of return on assets......... 8.5% 8.5% 8.5%
Rate of increase in future compensation levels (non-
collective bargained employees)................... 5.0% 5.0% N/A
ACTUARIAL PRESENT VALUE OF PROJECTED BENEFIT
OBLIGATIONS
Weighted-average discount rate...................... 8.5% 7.5% 7.5%
Expected long-term rate of return on assets......... 8.5% 8.5% 8.5%
Rate of increase in future compensation levels (non-
collective bargained employees)................... 5.0% 5.0% N/A
39
41
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(14) RETIREMENT PLANS -- (CONTINUED)
Certain foreign subsidiaries of the Company maintain pension plans for
their employees which conform to the common practice in their respective
countries.
The funded status of the Company's international pension plans as of
December 31, 1994 is as follows:
DECEMBER 31, 1994
UNDERFUNDED
-----------------
Actuarial present value of benefit obligations:
Vested benefits................................................... $(3,879)
-----------------
Accumulated benefit obligation.................................... (3,879)
Additional benefits based on estimated future salary levels....... (1,179)
-----------------
Projected benefit obligation for service rendered through December
31, 1994.......................................................... (5,058)
Plan assets at fair market value.................................... 848
-----------------
Funded status....................................................... (4,210)
Unrecognized net transition (asset)................................. (420)
Other -- unrecognized net (gain) on past experience................. (776)
-----------------
Accrued pension liability........................................... $(5,406)
==============
Assumptions used to develop the 1994 actuarial present value of projected
benefit obligations for the Company's foreign pension plans:
DECEMBER 31, 1994
-----------------
ACTUARIAL PRESENT VALUE OF PROJECTED BENEFIT OBLIGATIONS:
Weighted-average discount rate....................................... 9.0% to 9.5%
Expected long-term rate of return on assets.......................... 10.0%
Rate of increase in future compensation levels....................... 5.0% to 7.0%
The Company's net pension costs included in operating results amounted to
$1,157, $713 and $450 in 1994, 1993 and 1992, respectively, and were comprised
of the following:
YEARS ENDED DECEMBER 31,
------------------------------
1994 1993 1992
------- ------- ------
Service cost........................................... $ 1,242 $ 843 $ 825
Interest cost on projected benefit obligation.......... 1,757 1,299 1,152
Return on plan assets.................................. 370 (2,131) (576)
Amortization of excess plan net assets at
adoption of SFAS 87.................................. (101) (93) (171)
Other items -- deferred investment gain (loss)......... (2,111) 795 (780)
------- ------- ------
Net pension cost............................. $ 1,157 $ 713 $ 450
======= ======= ======
Included in the net periodic pension cost is the amortization of prior
service cost over a period of twelve to nineteen years and the amortization of
the SFAS 87 transition obligation over a period of ten to seventeen years. The
pension expense for foreign pension plans of $512 is included in the 1994 net
periodic pension expense of $1,157.
Cambrex also makes available to all employees a savings plan as permitted
under Sections 401(k) and 401(a) of the Internal Revenue Code. Employee
contributions are matched in part by Cambrex. The cost of this plan amounted to
$1,449, $1,436, and $1,145 in 1994, 1993 and 1992, respectively.
40
42
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(14) RETIREMENT PLANS -- (CONTINUED)
In addition to the above plans, Cambrex also established a Supplemental
Executive Retirement Plan in 1994. The net periodic pension cost for 1994
amounted to $104.
(15) 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 ten years of service are eligible to participate
in the postretirement benefit plans. The Company's responsibility for such
premiums for each plan participant is based upon years of service subject to an
annual maximum of one thousand dollars. Such plans are self-insured and are not
funded.
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standard No. 106 "Employers' Accounting for Postretirement Benefits
Other than Pensions" (SFAS 106). SFAS 106 requires such benefits to be accounted
for on an accrual basis. Previously, such costs were expensed as claims were
incurred. In connection with the adoption of SFAS 106, the Company has elected
to amortize the transition obligation of $1,853 over twenty years. The net
effect upon 1994 and 1993 pretax operating results, including the amortization
of the transition obligation, resulted in a cost of $312 and $301, respectively.
The Company has reviewed its health care benefit plans for retirees and does not
anticipate significant increases in the annual expense related to SFAS 106.
The periodic postretirement benefit cost includes the following components:
YEARS ENDED
DECEMBER 31,
-------------------
1994 1993
------- -------
Service cost of benefits earned.................................. $ 68 $ 58
Interest cost on accumulated postretirement benefit obligation... 151 150
Amortization of transition obligation............................ 93 93
------- -------
Total periodic postretirement benefit cost..................... $ 312 $ 301
======= =======
Accumulated postretirement benefit obligation:
1994 1993
------- -------
Retirees......................................................... $ 957 $ 990
Fully eligible plan participants................................. 283 320
Other active plan participants................................... 631 799
------- -------
Total obligation................................................. 1,871 2,109
Unrecognized net loss............................................ 248 (149)
Unrecognized transition obligation............................... (1,669) (1,760)
------- -------
Accrued postretirement benefit cost recognized in the balance
sheet.......................................................... $ 450 $ 200
======= =======
The discount rate used to determine the accumulated postretirement benefit
obligation was 7.5%. The assumed health care cost trend rate used to determine
the accumulated postretirement benefit obligation was initially 16%, declining
ratably to 6% in 2002 and thereafter. A one-percentage-point increase in the
assumed health care cost trend rate would have no effect upon the accumulated
postretirement benefit obligation.
The cost of all health and life insurance benefits is recognized as
incurred and was approximately $3,994, $3,797 and $3,258 in 1994, 1993 and 1992,
respectively. The cost of providing these benefits for the 199, 181 and 186
retirees in 1994, 1993 and 1992, respectively, is not separable from the cost of
providing benefits for the 732, 791 and 746 active U.S. employees.
41
43
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(16) OTHER INCOME AND EXPENSE
Other income in 1994 was $497 including $380 in currency gains at
Profarmaco. There were no other individually significant components in other
income in 1994.
Other expense in 1992 consisted primarily of a $553 provision for the
potential write-off of an other receivable related to a product manufactured by
Cambrex for a specific customer in prior years. The receivable and corresponding
reserve were written-off in 1993; $250 of other income was recorded as a result
of payment received from the customer. There were no individually significant
components in other expense in 1993.
(17) FOREIGN OPERATIONS AND EXPORT SALES
In 1994, the Company acquired Nobel Chemicals AB in Karlskoga, Sweden,
Profarmaco Nobel S.r.1. in Milan, Italy and Seal Sands Chemicals, Ltd. in
Middlesbrough, England. These companies will operate as subsidiaries of Cambrex
Ltd., England, which was organized in 1987.
Summarized data for the Company's operations for 1994 are as follows:
DOMESTIC EUROPEAN TOTAL
--------- -------- ---------
Gross revenues...................................... $ 214,880 $ 34,803 $ 249,683
Operating profit.................................... 17,334 3,642 20,976
Net income.......................................... 10,514 612 11,126
Identifiable assets................................. 167,725 192,752 360,477
Export sales, included in domestic gross revenues, in 1994, 1993 and 1992
amounted to $44,135, $37,296 and $44,536, respectively. No country, in any of
the given years, represents more than 10% of total revenues.
(18) COMMITMENTS
The Company currently has no significant capital lease obligations.
The Company has operating leases expiring on various dates through the year
2013. The leases are primarily for office and laboratory equipment and vehicles.
At December 31, 1994, future minimum commitments under operating lease
arrangements were as follows:
Year ended December 31:
1995............................................. $ 1,853
1996............................................. 1,002
1997............................................. 827
1998............................................. 632
1999 and thereafter.............................. 11,764
--------
Net commitments.................................... $ 16,078
=======
Total operating lease expense was $1,958, $872 and $1,097 for the years
ended December 31, 1994, 1993 and 1992, respectively.
The Company has three letters of credit outstanding aggregating $752 as of
December 31, 1994. These letters of credit were issued in connection with
various administrative or environmental activities.
(19) CONTINGENCIES
Contingencies exist for certain subsidiaries of Cambrex because of legal
and administrative proceedings arising out of the normal course of business.
Such contingencies include environmental proceedings directly and indirectly
against the subsidiaries as well as matters internally identified. The
resolution of such matters
42
44
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(19) CONTINGENCIES -- (CONTINUED)
often spans several years and frequently involves regulatory oversight and/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. However, management is of the opinion that while the ultimate
liability resulting from these matters may have a material effect upon the
results of operations in any given year, they will not have a material adverse
effect upon the Company's liquidity nor its financial position.
The following table exclusively addresses matters wherein the related
liabilities are considered estimable. It summarizes the estimated range of the
Company's share of costs associated with such matters, the related accruals, and
the activity associated with those accruals. The changes in the estimated ranges
between the current and prior year reflect revisions to estimates, the addition
of matters that were quantified for the first time during the current year, and
the satisfaction of others. The related accruals represent management's
assessment of the aggregate liability associated with estimable matters.
DECEMBER 31,
-------------------
1994 1993
------- -------
Estimated range of the Company's share of costs associated with
estimable matters:
Minimum..................................................... $ 9,542 $ 7,085
======= =======
Maximum..................................................... $18,032 $14,835
======= =======
Accrual and related activity:
Balance, beginning of year..................................... $ 9,058 $ 7,388
Additions:
Accruals established in connection with acquisition
activity.................................................. 1,510 --
Adjustment recorded in connection with adoption of SFAS
#109*..................................................... -- 1,320
Income statement charges.................................... -- 1,029
Deductions for expenditures.................................... (357) (679)
------- -------
Balance, end of year........................................... $10,211 $ 9,058
======= =======
Classification of year end accrual:
Current........................................................ $ 2,610 $ 310
Non-current.................................................... 7,601 8,748
------- -------
$10,211 $ 9,058
======= =======
---------------
* Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standard #109, "Accounting for Income Taxes." At that date and in
accordance with the provisions of that Statement, a deferred tax asset of
$1,320 previously netted against this accrual was reclassified to non-current
assets.
During 1992, income statement charges for additions to the accrual for
environmental contingencies aggregated $1,747.
Significant matters wherein the related liability or range of liability is
estimable, are summarized as follows:
a) Nepera, Inc. ("Nepera") was named in 1987 as a Potentially Responsible
Party (PRP) along with certain prior owners of the Maybrook Site in
Hamptonburgh, New York by the United States Environmental
43
45
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(19) CONTINGENCIES -- (CONTINUED)
Protection Agency (EPA) in connection with the disposition, under appropriate
permits, of wastewater at that site prior to Cambrex's acquisition of Nepera in
1986. The Hamptonburgh site is on the EPA's National Priorities List for
remedial work and clean-up. However, to date the EPA has entrusted the
management of the remediation effort to the New York State Department of
Environmental Conservation (DEC). Although the periods of ownership of the site
and the extent of its use for wastewater disposal are well established, the
PRP's have not been able to agree upon an allocation method for future
remediation costs. However, a prior owner has participated with Nepera in the
performance of the activities described in the following paragraphs.
During 1992, Nepera prepared a draft Remedial Investigation/Feasibility
Study (RI/FS) report which enumerated several remediation alternatives and
submitted the Remedial Investigation portion to the DEC for review.
Consequently, although this RI/FS had not been approved by the DEC, Nepera
utilized it to revise the estimated liability for this matter previously
included in the accrual for environmental contingencies. This estimate
considered the probability of cost sharing with prior owners of the site.
During 1993, the DEC requested the performance of additional site
investigation prior to reviewing the Feasibility Study portion of the report.
Nepera prepared a plan for such additional site investigation and submitted it
for review.
During 1994, the DEC requested the performance of additional site
investigation beyond the 1993 proposed plan and requested the Feasibility Study
portion of the report. Nepera updated the RI/FS, prepared a revised plan for
additional site investigation, submitted them for review and utilized them to
update the estimated liability for this matter. Additionally, a DEC
administrative law judge issued a decision ordering one of the former owners to
remediate the site. However, that former owner is appealing the decision.
b) Nepera was named in 1987 as a responsible party along with certain prior
owners of Nepera's Harriman, New York production facility by the DEC in
connection with contamination at that site. Nepera believes that any remediation
to be conducted at that site is primarily related to contamination attributable
to material handling and disposal practices, including drum burial at the site,
which occurred prior to Cambrex's acquisition of Nepera in 1986. A prior owner
has participated with Nepera in the performance of the activities described in
the following paragraphs. Over the past several years, Nepera, with the
agreement of the DEC, has been performing an interim remedial measure involving
the pumping and treatment of groundwater to mitigate the possibility of
contamination progressing beyond the site boundaries.
During 1992, Nepera prepared a draft RI/FS report which enumerated several
remediation alternatives and submitted the Remedial Investigation portion to the
DEC for review. Consequently, although this RI/FS had not been approved by the
DEC, Nepera utilized it to develop a range of estimated liabilities for this
matter and considered such estimates when determining the accrual for
environmental contingencies. That estimate considered the probability of cost
sharing with prior owners of the site.
During 1993, Nepera had not received commentary from the DEC concerning the
Remedial Investigation portion of the report.
During 1994, the DEC requested the Feasibility Study portion of the report.
Nepera updated the RI/FS and submitted it for review.
c) CasChem, Inc. (CasChem) was subject to an investigation commenced in
1990 by agents of the EPA and the Federal Bureau of Investigation pursuant to a
search warrant indicating an interest in the handling, storage, and disposal of
hazardous wastes.
During 1994, a settlement was reached wherein CasChem pleaded guilty to the
unpermitted storage of one drum of hazardous waste and the payment of a $1,000
fine. That amount was paid during January 1995.
44
46
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(19) CONTINGENCIES -- (CONTINUED)
d) Cosan, Inc. (Cosan) entered into an Administrative Consent Order in 1985
with the New Jersey Department of Environmental Protection (NJDEP) under New
Jersey's Industrial Site Recovery Act ("ISRA", which was previously known as the
Environmental Conservation and Recovery Act or ECRA) in order to consummate the
sale of the controlling interest in Cosan to the Company. Through that action,
Cosan became required to determine whether its facility located in Carlstadt,
New Jersey was contaminated by hazardous materials and, if appropriate, effect a
cleanup.
During 1992, based upon the results of an evaluation of the site, Cosan
proposed the installation of a groundwater recovery system to remove
contaminates from the soil. Presently, Cosan is awaiting the NJDEP's approval of
that proposal.
e) As more fully described in Note #3, in 1992 Cambrex acquired
substantially all of the assets of the fine chemicals business of Hexcel Fine
Chemicals, now known as Zeeland Chemicals, Inc. In connection with that
transaction, an accrual of $3,300 was established for environmental conditions
existing as of the date of the acquisition.
f) Nepera was named in the early 1980's as a PRP along with approximately
130 other companies by the EPA in connection with the SCP Corporation (SCP) site
in Carlstadt, New Jersey. The site is on the EPA's National Priorities List for
remedial work and cleanup. SCP disposed of process wastewater and minor amounts
of other material for Nepera during the 1970's.
The EPA has directed an Interim Remedial Measure for this site consisting
of the construction of slurry walls and a pump and treat facility. Presently, a
proportionate allocation of responsibility has not been established. However,
Nepera's responsibility may be relatively large in relation to other parties.
Nepera is contesting the proposed basis for the allocation of responsibility for
this site, and believes it has grounds to, and will, oppose any efforts to
charge it with excessive responsibility.
During 1994, the cost of capping the site was estimated by the PRP group to
range from $5,000 to $8,000. Although such a remediation alternative has not
been approved by the EPA, Nepera has assumed it to be the minimum effort which
will be required at the site. Consequently, Nepera utilized such information to
develop a range of estimated liabilities for this matter and considered such
estimates when determining the accrual for environmental contingencies.
Additionally, during 1994, Nepera reached a settlement agreement with
certain insurers who agreed to pay a certain portion of future expenditures
associated with the site and incurred by Nepera. A receivable has not been
recorded in connection with this agreement as the payments are not realizable
until Nepera's liability has been determined and funds actually expended.
g) Cosan was named in 1992 as a defendant in a suit filed by the owners of
a manufacturing site in Clifton, New Jersey that had been owned and operated by
Cosan from 1968 to 1979. The plaintiffs alleged Cosan contributed to the
contamination at the site and seek to compel Cosan to contribute toward present
and future costs of remediation of the site under ISRA. However, the source of
all contamination at the site has not been definitively identified. Sampling
conducted at an adjacent site revealed extensive contamination with the same
substances found on the plaintiff's site and, in some instances, higher
concentrations.
To date, the parties cannot agree upon a remediation plan for the site and
related costs, nor has any remediation plan been submitted to the NJDEP for
review. Presently, settlement negotiations with the plaintiffs are ongoing and
the matter is moving toward a trial date.
45
47
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(19) CONTINGENCIES -- (CONTINUED)
h) As more fully described in Note #3, Cambrex acquired Akzo Nobel's Pharma
Chemistry Business. In connection with that transaction, an accrual of $1,510
was established for environmental conditions existing as of the date of the
acquisition.
i) Cosan received notice in 1990 of a proposed NJDEP administrative fine of
$2,308 relating to exceeding alleged permit levels for discharges into a local
sewerage treatment plant during the 1980's. Cosan contested the proposed fine
stating that Cosan was installing a modern treatment plant to meet effluent
limits in a new permit and that Cosan fully advised the NJDEP of all activities
at the time.
During 1993, Cosan agreed to a settlement consisting of a payment of $650.
Such settlement did not constitute any admission of fact or acknowledgement of
any fault or liability on the part of Cosan. The payment was charged to the
accrual for contingent liabilities.
j) In addition to the matters identified above, Cambrex's subsidiaries are
party to a number of other proceedings. Management is of the opinion that the
ultimate liability resulting from those proceedings will not have a material
adverse effect upon Cambrex's results of operations nor its financial position.
------------------
During 1994, Nepera arrived at an agreement partially described in "f"
above with certain insurers whereby $2,450 was made available through a trust
arrangement for remediation and administrative expenditures in connection with a
number of relatively small sites. During 1994, certain amounts were designated
to be expended by the trust for past expenditures. The remaining balance will be
available for future expenditures and has been considered in the determination
of the accrual for environmental contingencies at December 31, 1994.
46
48
CAMBREX CORPORATION
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1ST 2ND 3RD 4TH
1994 QUARTER QUARTER QUARTER QUARTER YEAR
-------------------------------------- ----------- ----------- ----------- ----------- ------------
Net revenues.......................... $51,047 $58,224 $57,608 $74,755 $241,634
Gross profit.......................... 11,403 14,593 13,265 18,620 57,881
Net income............................ 2,128 3,380 2,440 3,178 11,126
Earnings per share:(1)
Primary............................. $ 0.38 $ 0.60 $ 0.43 $ 0.55 $ 1.96
Fully diluted....................... $ 0.38 $ 0.60 $ 0.43 $ 0.55 $ 1.95
Average shares:
Primary............................. 5,638 5,648 5,679 5,729 5,674
Fully diluted....................... 5,638 5,648 5,711 5,733 5,699
1993
----
Net revenues.......................... $47,648 $52,779 $48,065 $48,711 $197,203
Gross profit.......................... 11,919 14,210 13,411 12,238 51,778
Net income............................ 1,794 2,427 2,194 2,226 8,641
Earnings per share:(1)
Primary............................. $ 0.35 $ 0.47 $ 0.42 $ 0.40 $ 1.64
Fully diluted....................... $ 0.34 $ 0.45 $ 0.41 $ 0.40 $ 1.60
Average shares:
Primary............................. 5,169 5,191 5,273 5,498 5,282
Fully diluted....................... 5,486 5,466 5,482 5,502 5,484
---------------
(1) Earnings per share calculations for each of the quarters are based on the
weighted average number of shares outstanding for each period, as such, the
sum of the quarters may not necessarily equal the earnings per share amount
for the year.
47
49
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors not standing for re-election and therefore not included in the
registrant's definitive proxy statement for the 1995 Annual Meeting of
Stockholders.
Robert W. Lear (age 77). Director since the Company commenced business in
1981. Chairman of the Organization and Compensation Committee and member of the
Audit, Environmental, and Nominating Committees of the Board of Directors.
Executive-in-Residence at Columbia University Business School since 1977.
Director of The Korea Fund, Inc., Scudder Funds and Institutional Funds, Welsh,
Curson, Anderson and Stowe Venture Capital Funds and an independent general
partner of Equitable Capital Partners, L.P. and Equitable Capital Partners
(Fund), L.P.
Arthur I. Mendolia (age 77). Director since the Company commenced business
in 1981 and Chairman of the Board from 1981 until the 1991 Annual Meeting of
Shareholders. Former Vice President and General Manager of the Explosives
Department, E.I. du Pont de Nemours and Company and served under President Nixon
as Assistant Secretary of Defense for Installation and Logistics from 1973 until
1975. Member of the Audit and Environmental Committees of the Board of
Directors.
ITEM 11 EXECUTIVE COMPENSATION.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information called for by Part III is hereby incorporated by reference
to the information set forth under the captions "Principal Stockholders," "Board
of Directors," "Election of Directors," and "Executive Compensation" in the
registrant's definitive proxy statement for the 1995 Annual Meeting of
Stockholders, which meeting involves the election of directors, which definitive
proxy statement is being filed with the Securities and Exchange Commission
pursuant to Regulation 14A.
In addition, information concerning the registrant's executive officers has
been included in Part I above under the caption "Executive Officers of the
Registrant."
48
50
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. The following consolidated financial statements of the Company are
filed as part of this report:
PAGE NUMBER
(IN THIS REPORT)
----------------
Independent Accountants' Report................................................ 24
Consolidated Balance Sheets as of December 31, 1994 and 1993................... 25
Consolidated Income Statements for the Years Ended December 31, 1994, 1993
and 1992..................................................................... 26
Consolidated Statements of Stockholders' Equity for the Years Ended December
31,
1994, 1993 and 1992.......................................................... 27
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994,
1993 and 1992................................................................ 28
Notes to Consolidated Financial Statements..................................... 29
Consolidated Quarterly Financial Data (unaudited) for the Years Ended December
31, 1994 and 1993............................................................ 47
(a) 2.(i) The following schedule to the consolidated financial statements
of the Company as filed herein and the Report of Independent Certified Public
Accountants on Schedules are filed as part of this report.
PAGE NUMBER
(IN THIS REPORT)
----------------
Independent Accountants' Report (included in the accountants' reports on the
registrant's consolidated financial statements).............................. 24
Schedule II -- Valuation and Qualifying Accounts............................... 50
All other schedules are omitted because they are not applicable or not
required or because the required information is included in the consolidated
financial statements of the Company or the notes thereto.
(ii) Separate financial statements of Cosan Canada, Ltd., which is 42.5%
owned by the Company, have been omitted as neither the assets nor income from
continuing operations before taxes of Cosan Canada, Ltd. exceeds 20 percent of
the Company's related consolidated totals.
(a) 3. The exhibits filed in this report are listed in the Exhibit Index on
page 52.
The registrant agrees, upon request of the Securities and Exchange
Commission, to file as an exhibit each instrument defining the rights of holders
of long-term debt of the registrant and its consolidated subsidiaries which has
not been filed for the reason that the total amount of securities authorized
thereunder does not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis.
(b) Reports on Form 8-K
The registrant filed the following reports on Form 8-K during the last
quarter of the year ended December 31, 1994:
DATE OF REPORT ITEMS REPORTED
------------------- ---------------------------------------------
October 26, 1994 Acquisition of Nobel/Profarmaco
October 26, 1994 New Loan Agreement
December 29, 1994 Amendment to Form 8-K filed October 26, 1994
49
51
SCHEDULE II
CAMBREX CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(DOLLARS IN THOUSANDS)
COLUMN C ADDITIONS
COLUMN B ----------------------- COLUMN E
-------- CHARGED --------
COLUMN A BALANCE TO COST CHARGED TO COLUMN D BALANCE
-------------------------------------- BEGINNING AND OTHER ---------- END OF
CLASSIFICATION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS YEAR
-------------------------------------- -------- -------- ---------- ---------- --------
Year Ended December 31, 1994:
Doubtful trade receivables and
returns and allowances........... $ 355 $ 280 $ 822(1) $ 169 $1,288
Inventory and obsolescence losses... 1,517 280 4,184(1) 403 5,578
Year Ended December 31, 1993:
Doubtful trade receivables and
returns and allowances........... 607 120 -- 372 355
Doubtful other receivables.......... 553 -- -- 553 --
Inventory and obsolescence losses... 2,579 103 -- 1,165 1,517
Year Ended December 31, 1992:
Doubtful trade receivables and
returns and allowances........... 440 183 -- 16 607
Doubtful other receivables.......... -- 553 -- -- 553
Inventory and obsolescence losses... 3,036 1,073 -- 1,530 2,579
---------------
(1) Reserve of Nobel/Profarmaco and Seal Sands, acquired during 1994.
50
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ CYRIL C. BALDWIN, JR.
------------------------------------
Cyril C. Baldwin, Jr.
Chairman of the Board and Chief
Executive Officer
Date: March 21, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
---------------------------------------- ------------------------------ ---------------
/s/ CYRIL C. BALDWIN, JR. Chairman of the Board and March 21, 1995
---------------------------------------- Chief Executive Officer and
Cyril C. Baldwin, Jr. Director
/s/ PETER TRACEY Executive Vice President - March 21, 1995
---------------------------------------- Finance, Principal Financial
Peter Tracey Officer and Principal
Accounting Officer
/s/ FRANCIS X. DWYER* Director March 21, 1995
----------------------------------------
Francis X. Dwyer
/s/ ROBERT W. LEAR* Director March 21, 1995
----------------------------------------
Robert W. Lear
/s/ KATHRYN RUDIE HARRIGAN, PHD* Director March 21, 1995
----------------------------------------
Kathryn Rudie Harrigan, PhD
/s/ ROBERT LEBUHN* Director March 21, 1995
----------------------------------------
Robert LeBuhn
/s/ GEORGE J. W. GOODMAN* Director March 21, 1995
----------------------------------------
George J. W. Goodman
/s/ JAMES A. MACK* Director March 21, 1995
----------------------------------------
James A. Mack
/s/ ILAN KAUFTHAL* Director March 21, 1995
----------------------------------------
Ilan Kaufthal
/s/ DEAN P. PHYPERS* Director March 21, 1995
----------------------------------------
Dean P. Phypers
/s/ ARTHUR I. MENDOLIA* Director March 21, 1995
----------------------------------------
Arthur I. Mendolia
*By /s/ CYRIL C. BALDWIN, JR.
------------------------------------
Cyril C. Baldwin, Jr.
Attorney-in-Fact
51
53
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------------------------
3.1 -- Restated Certificate of Incorporation of registrant (A) -- Exhibit 3(a).
3.2 -- By Laws of registrant. (E) -- Exhibit 4.2.
4.1 -- Form of Certificate for shares of Common Stock of registrant. (A) -- Exhibit
4(a).
4.2 -- Article Fourth of the Restated Certificate of Incorporation. (A) -- Exhibit
4(b).
4.3 -- Loan Agreement dated September 21, 1994 by and among the registrant, NBD Bank,
N.A., United Jersey Bank, National Westminster Bank NJ, Wachovia Bank of
Georgia, N.A., BHF-Bank, The First National Bank of Boston, Chemical Bank New
Jersey, N.A., and National City Bank. (K).
10.1 -- Purchase Agreement dated July 11, 1986, as amended, between the registrant and
ASAG, Inc. (A) -- Exhibit 10(r).
10.2 -- Asset Purchase Agreement dated as of June 5, 1989 between Whittaker
Corporation and the registrant. (C) -- Exhibit 10(a).
10.3 -- Asset Purchase Agreement dated as of July 1, 1991 between Solvay Animal
Health, Inc. and the registrant. (F).
10.4 -- Asset Purchase Agreement dated as of March 31, 1992 between Hexcel Corporation
and the registrant. (H).
10.5 -- Stock Purchase Agreement dated as of September 15, 1994 between Akzo Nobel AB,
Akzo Nobel NV and the registrant, for the purchase of Nobel Chemicals AB. (K).
10.6 -- Stock Purchase Agreement dated as of September 15, 1994 between Akzo Nobel AB,
Akzo Nobel and the registrant, for the purchase of Profarmaco Nobel, S.r.1.
(K).
10.10 -- 1983 Incentive Stock Option Plan, as amended. (B).
10.11 -- 1987 Long-term Incentive Plan. (A) -- Exhibit (g).
10.12 -- 1987 Stock Option Plan. (B).
10.13 -- 1989 Senior Executive Stock Option Plan. (J).
10.14 -- 1992 Stock Option Plan. (J).
10.15 -- 1993 Senior Executive Stock Option Plan. (J).
10.16 -- 1994 Stock Option Plan. (J).
10.20 -- Form of Employment Agreement between the registrant and its executive officers
named in the Revised Schedule of Parties thereto. (D) -- Exhibit 10.A.
10.21 -- Revised Schedule of Parties to Employment Agreement (exhibit 10.20 hereto).
(G).
10.22 -- Cambrex Corporation Savings Plan. (I).
10.23 -- Cambrex Corporation Supplemental Retirement Plan. (L).
10.24 -- Deferred Compensation Plan of Cambrex Corporation. (L).
10.25 -- Cambrex Earnings Improvement Plan. (L).
10.26 -- Consulting Agreement dated December 15, 1994 between the registrant and
Arthur I. Mendolia. (L).
10.27 -- Consulting Agreement dated December 15, 1994 between the registrant and
Cyril C. Baldwin, Jr. (L).
10.28 -- Consulting Agreement between the registrant and James A. Mack. (L).
10.29 -- Additional Retirement Payment Agreement dated December 15, 1994 between the
registrant and Arthur I. Mendolia. (L).
---------------
See legend on following page.
52
54
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------------------------
10.30 -- Additional Retirement Payment Agreement dated December 15, 1994 between the
registrant and Cyril C. Baldwin, Jr. (L).
10.31 -- Additional Retirement Payment Agreement between the registrant and James A.
Mack. (L).
10.40 -- Registration Rights Agreement dated as of June 6, 1985 between the registrant
and the purchasers of its Class D Convertible Preferred stock and 9%
Convertible Subordinated Notes due 1997. (A) -- Exhibit 10(m).
10.41 -- Administrative Consent Order dated September 16, 1985 of the New Jersey
Department of Environmental Protection to Cosan Chemical Corporation.
(A) -- Exhibit 10(q).
10.50 -- Manufacturing Agreement dated as of July 1, 1991 between the registrant and
A.L. Laboratories, Inc. (G).
11 -- Statement re computation of earnings per share. (L).
21 -- Subsidiaries of registrant. (L).
23 -- Consent of Coopers & Lybrand to the incorporation by reference of its report
herein in Registration Statement Nos. 33-21374, 33-37791, 33-81780 and
33-81782 on Form S-8 of the registrant. (L).
24 -- Powers of Attorney to sign this report. (L).
27 -- Financial Data Schedule. (L).
---------------
(A) Incorporated by reference to the indicated Exhibit to registrant's
Registration Statement on Form S-1 (Registration No. 33-16419).
(B) Incorporated by reference to registrant's Registration Statement on Form
S-8 (Registration No. 33-21374) and Amendment No. 1.
(C) Incorporated by reference to registrant's Annual Report on Form 10-K dated
June 5, 1989.
(D) Incorporated by reference to the indicated Exhibit to registrant's Annual
Report on Form 10-K for 1989.
(E) Incorporated by reference to the indicated Exhibit to registrant's
Registration Statement on Form S-8 (Registration No. 33-37791).
(F) Incorporated by reference to registrant's Current Report on Form 8-K dated
July 1, 1991.
(G) Incorporated by reference to the registrant's Annual Report on Form 10-K for
1991.
(H) Incorporated by reference to the registrant's Current Report on Form 8-K
dated April 10, 1992 and Amendment No. 1 to its Current Report.
(I) Incorporated by reference to registrant's Registration Statement on Form
S-8 (Registration No. 33-81780) dated July 20, 1994.
(J) Incorporated by reference to registrant's Registration Statement on Form
S-8 (Registration No. 33-81782) dated July 20, 1994.
(K) Incorporated by reference to registrant's Current Report on Form 8-K dated
October 26, 1994.
(L) Filed herewith.
53
EX-10.23
2
SUPPLEMENTAL RETIREMENT PLAN
1
CAMBREX CORPORATION
EXHIBIT 10.23
CAMBREX CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
ARTICLE I
INTRODUCTION
The Cambrex Corporation Supplemental Executive Retirement Plan
(the "Supplemental Plan") has been established effective January 1, 1994 to
preserve certain benefits for selected officers and key employees (each, an
"Employee") of Cambrex Corporation (the "Corporation") and any participating
subsidiaries (a "Participating Subsidiary") which may not be provided under the
Corporation's qualified pension plan (the "Retirement Plan") by reason of the
dollar limitations contained in Sections 401(a)(17) of the Internal Revenue
Code of 1986, as amended (the "Code") hereinafter referred to as the
"Compensation Limit." The Supplemental Plan is intended to be a plan for the
benefit of a select group of management or highly compensated individuals, as
such terms are defined in the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
ARTICLE II
SUPPLEMENTARY RETIREMENT PROVISIONS
2.1. Eligibility. Each Employee who is a Participant in the
Retirement Plan as of the date hereof and who is also an officer of the
Corporation or is highly
2
compensated shall be eligible to participate in the Supplementary Retirement
Provisions of this Supplemental Plan (a "Participant").
2.2. Vesting. Each Participant shall vest in the benefits
made available hereunder at the same time and under the same circumstances as
apply to the Retirement Plan benefits supplemented hereby.
2.3. Determination of Supplementary Retirement Benefits.
Each Participant shall be entitled to receive an annual retirement benefit
hereunder equal to (i) the annual retirement benefit which would have been
payable to such Participant under the Retirement Plan as in effect on the
retirement date of such Participant but for the Compensation Limits, reduced by
(ii) any retirement benefit actually payable to a Participant under the
Retirement Plan and under any other plan, program or arrangement (including
individual agreements) maintained by the Corporation.
2.4. Payment of Benefits. Amounts payable to a Participant
in accordance with Article II shall be paid to such Participant at the same
time, in the same manner (including, with respect to death or survivor
benefits, to the same beneficiary) and subject to the same reductions as the
benefits payable to such Participant under the Retirement Plan.
2
3
ARTICLE III
GENERAL PROVISIONS
3.1. No Rights to Specific Assets. Benefits payable under
the Supplemental Plan shall be paid directly from the general assets of the
Corporation or a Participating Subsidiary. Nothing contained in this
Supplemental Plan and no action taken pursuant to the provisions of this
Supplemental Plan shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Corporation or any
Participating Subsidiary and any Participant, any designated beneficiary or any
other person. TO THE EXTENT THAT ANY PERSON ACQUIRES A RIGHT TO RECEIVE
PAYMENTS UNDER THIS SUPPLEMENTAL PLAN SUCH RIGHT SHALL BE NO GREATER THAN THE
RIGHT OF AN UNSECURED GENERAL CREDITOR. Notwithstanding the forgoing, the
Corporation may establish a grantor trust or purchase securities to assist it
in meeting its obligations hereunder; provided, however, that in no event shall
any Participant have any interest in such trust or property other than as an
unsecured general creditor.
3.2. Committee. The Supplemental Plan shall be administered
by the Benefits Administration Committee. The Committee shall have, to the
extent appropriate, the same
3
4
powers, rights, duties and obligations with respect to the Supplemental Plan as
provided in this Supplemental Plan.
3.3. Non-Guarantee of Employment. Nothing contained in this
Supplemental Plan shall be construed as a contract of employment between the
Corporation or a Participating Subsidiary and any Employee, or as a right of
any Employee to continued employment, or to affect the right of the Corporation
or a Participating Subsidiary to discharge any of its Employees, with or
without cause.
3.4. Interests Not Transferable. No supplemental benefits
payable at any time under the Supplemental Plan shall be subject in any manner
to alienation, sale, transfer, assignment, pledge, attachment or other legal
process, or encumbrance of any kind. Any attempt to alienate, sell, transfer,
assign, pledge or otherwise encumber any such benefits, whether currently or
thereafter payable, shall be void. No supplemental benefit shall, in any
manner, be liable for or subject to the debts or liabilities of any person
entitled to such benefits. If any person shall attempt to, or shall alienate,
sell, transfer, assign, pledge or otherwise encumber his supplemental benefits
under the Supplemental Plan, or if by any reason of his bankruptcy or other
event happening at any time, such benefits would devolve upon any other person
or would not be enjoyed by the
4
5
person entitled thereto under the Supplemental Plan, then the Benefits
Administration Committee, in its discretion, may terminate the interest in any
such benefits of the person entitled thereto under the Supplemental Plan and
hold or apply them to or for the benefit of such person entitled thereto under
the Supplemental Plan, his spouse, children, other dependents or designated
beneficiary, or any of the above, in such manner as the Benefits Administration
Committee may deem proper.
3.5. Facility of Payment. Any amounts payable hereunder to
any person under legal disability or who, in the judgment of the Benefits
Administration Committee, is unable to properly manage his financial affairs,
may be paid to the legal representative of such person, or may be applied for
the benefit of such person in any manner which the Committee may select.
3.6. Gender and Number. Words in the masculine gender shall
include the feminine gender, the plural shall include the singular and the
singular shall include the plural.
3.7. Controlling Law. To the extent not superseded by the
law of the United States, the law of the State of New Jersey shall be
controlling in all matters relating to the Supplemental Plan.
5
6
3.8. Action by Cambrex. Any action required of or permitted
by the Corporation under the Supplemental Plan shall be by resolution of the
Corporation's Board of Directors or the committee appointed by such Board of
Directors.
3.9. Successors. This Supplemental Plan is binding on the
Corporation and each Participating Subsidiary designated by the Corporation to
be covered by the Supplemental Plan and will inure to the benefit of any
successor of the Corporation or any such Participating Subsidiary whether by
purchase, merger, consolidation or otherwise.
3.10. Amendment and Termination. The Benefits Administration
Committee may, at any time, amend or terminate the Supplemental Plan; provided
that no such amendment or termination shall impair the rights of a Participant
with respect to any supplemental retirement benefits accrued under the Plan.
3.11. Legal Fees. In the event that any Participant (or the
beneficiary or legal representative of such Participant) shall make demand for
payment of benefits due under the terms of the Supplemental Plan and prevail as
to any material aspect of such claim, the Corporation shall pay all of the
Participant's expenses in conjunction with pursuing such claim (including,
without limitation, legal fees) and interest on the amount or amounts due from
the date each
6
7
such amount should have been paid hereunder in an amount equal to 10% per annum
compounded, semiannually.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption
of the Supplemental Plan, the Corporation has caused the Supplemental Plan to
be duly executed in its name and behalf by its proper officers thereunder
authorized as of January 1, 1994.
ATTEST: CAMBREX CORPORATION
By: _____________________ By: ______________________
Secretary
7
EX-10.24
3
DEFERRED COMPENSATION PLAN
1
CAMBREX CORPORATION
EXHIBIT 10.24
Deferred Compensation Plan
of Cambrex Corporation
Effective January 1, 1994
(As Amended and Restated as of January 1, 1995)
1. Eligibility
Each officer or other key employee (a "Key Employee") who
participates in the annual incentive compensation plan maintained by Cambrex
Corporation (the "Corporation") shall be eligible to participate in the
Deferred Compensation Plan of Cambrex Corporation (the "Plan"), provided that,
notwithstanding any other provision of the Plan to the contrary, the V.P. of
Administration may impose such terms, conditions or limitations on the
participation of any Key Employee or any class of Key Employees that he deems
necessary or appropriate for the proper administration of the Plan. The V.P.
of Administration shall provide a copy of the Plan to each Key Employee
together with a form of letter which may be used by the Key Employee to notify
the Corporation of his election to participate in the Plan.
2. Participation
a. Bonus Deferral Election. On or before December 31st of
any calendar year, a Key Employee may elect to defer receipt of all or any part
of any annual bonus payable in United States currency for services performed
2
during such year which, but for such election, is expected to be paid to him in
the next following calendar year.
b. Salary Deferral Election. On or before December 31st of
any calendar year, a Key Employee may elect to defer receipt of all or any part
of that portion of his annual base salary payable in United States currency in
the following calendar year which exceeds the sum of (i) the Social Security
wage base with respect to old age, survivor and disability income taxes in
effect for such following calendar year and (ii) $10,000. Notwithstanding the
foregoing, a Key Employee who (x) receives an annual base salary in United
States currency in excess of the sum of (i) and (ii) above and (y) is not
subject to withholding for old age survivor and disability employment taxes
under U.S. law may elect to defer receipt of all or a portion of his annual
base salary for the following calendar year which is payable in United States
currency.
c. Form and Duration of Deferral Election. An election to
defer bonus or salary shall be made by written notice filed on a designated
form with the V.P. of Administration. The minimum amount that each Key
Employee may defer under the Plan for each year shall be $5,000 (or such other
amount as the V.P. of Administration shall determine). Any such election shall
continue in effect (including with
2
3
respect to compensation payable for subsequent calendar years) unless and until
the Key Employee revokes or modifies such election by written notice on a
designated form filed with the V.P. of Administration. Any such revocation or
modification of a deferral election shall become effective only with respect to
compensation payable in the calendar year following receipt of such revocation
or modification by the V.P. of Administration.
d. Renewal. A Key Employee who has revoked an election to
participate in the Plan may file a new election to defer compensation payable
in the calendar year following the year in which such election is filed.
3. Key Employee's Account
a. Establishment of Account. The Corporation shall maintain
a separate memorandum account (the "Account") for each Key Employee who has
elected to participate in the Plan, and shall make additions to and
subtractions from such Account as provided in this Section 3.
b. Additions to Account. Compensation allocated to a Key
Employee's Account pursuant to this Section 3 shall be credited to such Account
as of the date such compensation would otherwise have been paid to the Key
Employee.
c. Designation of Phantom Investment Funds. The Benefits
Administration Committee shall select one or more
3
4
mutual funds or other investment vehicles (the "Phantom Funds") which shall be
used to determine the hypothetical investment experience of each Key Employee's
Account under the Plan; provided, however, that unless the Benefits
Administration Committee otherwise determines the Phantom Funds shall be the
investment funds available to employees as investment options from time to time
under the Company's qualified savings plan (the "Savings Plan").
d. Investment Election. Each Key Employee shall from time to
time designate on a form approved by the V.P. of Administration the Phantom
Fund or Funds that shall determine the investment experience with respect to
such Key Employee's Account; provided, however, that the V.P. of Administration
may require that the Key Employee's Account be credited or debited as though
such Account were invested in the same Phantom Funds, and in the same
percentages, as such Key Employee's account balance is invested from time to
time under the Savings Plan. The V.P. of Administration may, in his
discretion, (i)establish minimum amounts (in terms of dollar amounts or a
percentage of a Key Employee's Account), which may be allocated to any Phantom
Fund, (ii) preclude any Key Employee who is an executive officer of the Company
from designating any Phantom Fund which invests primarily in securities issued
by the Company, (iii) estab-
4
5
lish rules regarding the time at which any such election (or any change in such
election permitted under Section 3(e) shall become effective, and (iv) permit
different designations with respect to a Key Employee's existing Account balance
and amounts to be credited to such Account under Section 3.2 after the date the
election form is filed with the V.P. of Administration. If a Key Employee fails
to make a valid election with respect to any portion of his Account (or if any
such election ceases to be effective for any reason), such Key Employee shall be
deemed to have elected to have his entire Account deemed invested in the Phantom
Fund which the V.P. of Administration determines generally to have the least
risk of loss of principal.
e. Change in Designation of Phantom Fund. Effective as of
the first business day of the calendar quarter commencing more than 10 business
days after the proper form is filed with the V.P. of Administration (or such
other time as the V.P. of Administration shall permit), a Key Employee may
change the Phantom Funds designated with respect to all or any portion of his
Account. Any such change shall comply with all rules applicable with respect
to any initial designation of such Phantom Funds.
f. Crediting of Phantom Investment Experience. As of the
last day of each calendar quarter (or such other
5
6
time as the V.P. of Administration shall establish from time to time), each Key
Employee's Account shall be credited or debited, as the case may be, with an
amount equal to the net investment gain or loss which such Key Employee would
have realized had he actually invested in each Phantom Fund an amount equal to
the portion of his Account designated as deemed invested in such Phantom Fund
during that calendar quarter (or such other period as may have been established
by the V.P. of Administration).
g. No Actual Investment. Notwithstanding anything else in
this Section 3 to the contrary, no amount standing to the credit of any Key
Employee's Account shall be set aside or invested in any actual fund on behalf
of such Key Employee; provided, however, that, nothing in this Section 3 (g)
shall be deemed to preclude the Company from making investments for its own
account in any Phantom Funds (whether directly or through a grantor trust) to
assist it in meeting its obligations to the Key Employees hereunder.
4. Distribution from Account
a. Distribution Election. Each Key Employee shall file with
the V.P. of Administration a written election (a "Distribution Election") with
respect to the timing and manner of distribution of the aggregate amount, if
any, credited to his Account at any time. A Key Employee may
6
7
elect to receive a distribution from his Account in one lump-sum payment, or in
such number of annual installments (not to exceed ten) as the Key Employee may
designate. Subject to such limitations as the V.P. of Administration shall
impose, a Key Employee may also elect to receive all or a portion of the
aggregate amount credited to his Account as of the first day of any calendar
year while he is an employee. If a distribution election is not made or if
such election does not apply to the entire balance in such Account, the balance
in the Key Employee's Account shall be distributed in a single lump-sum payment
as soon as administratively possible after the first business day of the
calendar year immediately following the year of separation from employment. In
the case of any distribution being made in annual installments, each
installment after the first installment shall be paid as soon as
administratively possible after the first business day of each calendar year
following the year in which such first installment is paid until the entire
amount subject such installment Distribution Election shall have been paid.
b. Amendment of Distribution Election. A Key Employee may,
at any time during active employment, elect to change the time at which
distributions from his Account will commence; provided, however, that no such
election shall be
7
8
effective unless at least one full calendar year elapses between (i) the date
as of which such election is filed and (ii) (A) the date as of which a
distribution would otherwise have commenced and (B) the date as which such
distribution will commence under such election. If a Participant receives any
distribution from his Account while still eligible to make deferrals hereunder,
the V.P. of Administration may suspend the Participant's right to defer
additional amounts Account during such calendar year in accordance with Section
2.
c. Amount of Installment Payments. Where the Key Employee
receives the balance of his Account in annual installments, the amount of each
installment shall be approximately equal to the product of (i) the balance
credited to such Account on the date of such payment and (ii) a fraction, the
numerator of which is one (1) and the denominator of which is the total number
of installments remaining to be paid at that time.
5. Distribution on Death
If a Key Employee shall die before payment of all amounts
credited to the Key Employee's Account has been completed, the total unpaid
balance then credited to such Key Employee's Account shall be paid to the Key
Employee's designated beneficiaries or estate in a single lump-sum
8
9
payment as of the first business day of the first calendar month commencing
after the date of the Key Employee's death, or as soon, thereafter, or
administratively possible.
6. Designation of a Beneficiary
A Key Employee may designate a beneficiary or beneficiaries
(which may be an entity other than a natural person) to receive any payments to
be made upon the Key Employee's death pursuant to Section 5 hereof. At any
time, and from time to time, any such designation may be changed or canceled by
the Key Employee without the consent of any beneficiary. Any such designation,
change or cancellation must be made by written notice filed with the V.P. of
Administration. If a Key Employee designates more than one beneficiary, any
payments to such beneficiaries made pursuant to Section 5 shall be made in
equal shares unless the Key Employee has designated otherwise, in which case
the payments shall be made in the shares designated by the Key Employee. If no
beneficiary has been named by a Key Employee, payment shall be made to the Key
Employee's spouse or, if the Key Employee has no spouse at the time of his
death, to the Key Employee's estate.
7. Amendment and Termination
The Benefits Administration Committee may, at any time, amend
or terminate the Plan; provided no such amend-
9
10
ment or termination shall impair the rights of a Key Employee with respect to
amounts then credited to his Account under the Plan.
8. Miscellaneous
a. Unfunded Plan. The Corporation shall not be obligated to
fund its liabilities under the Plan, the Account established for each Key
Employee electing deferment shall not constitute trusts, and a Key Employee
shall have no claim against the Corporation or its assets other than as an
unsecured general creditor. Without limiting the generality of the foregoing,
the Key Employee's claim at any time shall be for the amount credited to such
Key Employee's Account at such time. Notwithstanding the forgoing, the
Corporation may establish a grantor trust or purchase securities to assist it
in meeting its obligations hereunder; provided, however, that in no event shall
any Key Employee have any interest in such trust or property other than as an
unsecured general creditor.
b. Non-alienation. The right of a Key Employee to receive a
distribution of the value of such Key Employee's Account payable pursuant to
the Plan shall not be subject to assignment or alienation.
c. No Right to Continued Employment. Nothing in this Plan
shall be construed to give any Key Employee the
10
11
right to continue in the employ of the Corporation or any of its subsidiaries.
d. Legal Fees. In the event that any Key Employee (or the
beneficiary or legal representative of such Key Employee) shall make demand for
payment of benefits due under the terms of the Plan and prevail as to any
material aspect of such claim, the Corporation shall pay all of the Key
Employee's expenses in conjunction with pursuing such claim (including, without
limitation, legal fees) and interest on the amount due from the date of such
demand in an amount equal to the greater of (i) the amount of earnings credited
to the Key Employee's Account hereunder or (ii) 10% per annum compounded
semi-annually.
11
EX-10.25
4
1994 EARNINGS IMPROVEMENT PLAN
1
CAMBREX CORPORATION
EXHIBIT 10.25
1994 EARNINGS IMPROVEMENT PLAN
The Cambrex Earnings Improvement Plan (EIP) is an executive
compensation arrangement designed to provide individual participant awards from
a Bonus Pool based on the financial results of the company. The individual
awards are based on individual percentage of salary targets which are used as a
guideline only.
The Bonus Pool is determined according to the following corporate
financial results:
BASE POOL: Net Income After Tax (after Bonus Pool deduction) times actual
Return On Investment (Net Income divided by Shareholder Equity plus Funded
Debt), plus
EARNINGS IMPROVEMENT: 25% on the increase in Net Income After Tax over the
prior year.
Individual payouts will be determined by the Office of the Chairman with the
approval of the Compensation Committee. These payouts will be based 60% on the
Company's financial results and 40% on individual performance measured against
key personal objectives. For 1994 particular emphasis will be placed on each
individual's contribution to increasing return on investment.
For Cambrex executives, the individual payout will be based solely on overall
corporate results. Subsidiaries executives' payouts will be based on corporate
results adjusted for individual unit performance. If the subsidiary Net Income
After Tax is less than 70% of budget, no payout will be made to participants at
that subsidiary.
Individual awards will be capped at one times salary and the total Bonus Pool
will be capped at 18% of corporate Net Income After Tax. If Net Income After
Tax is equal to or less than the prior year's net income, the Bonus Pool will
be reduced by 15%.
EX-10.26
5
CONSULTING AGREEMENT WITH ARTHUR I. MENDOLIA
1
CAMBREX CORPORATION
EXHIBIT 10.26
CONSULTING AGREEMENT
THIS AGREEMENT, made as of the 15th day of December, 1994, by and
between CAMBREX CORPORATION, a Delaware corporation, having its principal
offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073
(hereinafter referred to as the "Company"), and ARTHUR I. MENDOLIA, residing at
River Road, Titusville, NJ 08560 (hereinafter referred to as the "Consultant"),
W I T N E S S E T H:
WHEREAS, the Consultant is knowledgeable and has extensive experience
in the business of the formulation, production, marketing and distribution of
chemicals and chemical products of various kinds and descriptions, and in the
managing, advising and administering of various companies and ventures engaged
in such businesses;
WHEREAS, by agreement dated October 26, 1989, the Company and
Consultant have agreed that the Consultant shall provide certain services upon
Consultant's severance from active employment with the Company, and the parties
wish to amend the terms of such prior agreement;
WHEREAS, the Company desires to continue the consulting services of
the Consultant to promote its growth and development over the near and longer
terms, and to provide Company with financial, consulting and advisory services
as described herein (the "Services"), and the Consultant desires to continue to
make the Services available to Company on a regular and permanent basis, on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and Consultant
hereby agree as follows:
Section 1. ENGAGEMENT.
1.1 The agreement between the parties dated October 26, 1989, is
hereby canceled and replaced in its entirety by this Consulting Agreement and
by an Additional Retirement Payment Agreement of even date herewith.
2
1.2 The Company hereby engages and retains the Consultant to
provide the Services and to perform the other duties provided for herein, and
the Consultant accepts such engagement with the Company on the terms and
conditions set forth herein.
Section 2. THE SERVICES. The Consultant shall, at the request of the
Chief Executive Officer of the Company, perform, faithfully and diligently, the
Services and other consulting duties, provided that Consultant shall not be
required to devote more than two (2) days per week to the providing of the
Services and other consulting duties.
Section 3. TERM. This Agreement shall commence as of the date first
set forth above, and shall continue in full force and effect during Consultant's
lifetime, unless sooner terminated as hereinafter provided in Section 8 of this
Agreement.
Section 4. COMPENSATION.
4.1 In consideration of the performance of the Services and
other consulting duties, the Company shall pay the Consultant a fee of One
Hundred Thousand Dollars ($100,000.) per year, payable quarterly in advance on
the first day of each quarter, the payment of such amount to commence as of the
date Notice of Commencement is received from Consultant and be prorated for
such quarter.
4.2 In the event that the Consultant shall be required to
travel to perform the Services and other consulting duties assigned to him by
the Company, the Company shall reimburse the Consultant for first class air
fare and other reasonable travel expenses and for reasonable meals and lodging
selected by the Consultant.
4.3 Except as may be required by the terms of a specific plan
or plans, on and after the date of this Agreement, the Consultant shall not be
considered as having employee status during the term of this Agreement for the
purpose of any employee benefit plan applicable to the Company's employees
generally.
3
Section 5. NON-DISCLOSURE.
5.1 Consultant acknowledges that during the term of this
Agreement, he will have access to secret and confidential information (all such
information is hereinafter referred to as "Confidential Information") with
respect to some or all of the following:
(a) product and business plans, budgets, sales
forecasts, design plans, research and engineering data,
inventions, methods, systems, processes, formulae and methods of manufacture,
(b) customers, suppliers and employees, and
(c) trade secrets.
5.2 Consultant agrees that (except as authorized in writing
by the Company or required pursuant to legal or administrative process) he will
not reveal, divulge or make known to any person, firm or corporation any such
Confidential Information.
5.3 Consultant agrees that if after any termination of this
Agreement for any reason, he shall discover any such Confidential Information
in his possession, he shall forthwith deliver the same to the Company.
5.4 Consultant agrees that any breach or threatened breach by
him of any provision of this Section 5 shall entitle the Company, in addition
to any other legal or equitable remedies available to it, to apply to any court
of competent jurisdiction to enjoin such breach or threatened breach without
posting any bond or other security.
Section 6. ASSIGNMENT, SUCCESSORS, ETC. This Agreement shall be
binding upon any successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company.
Section 7. RELATIONSHIP BETWEEN THE PARTIES. The relationship of
Consultant to the Company shall be that of an independent contractor.
Consequently, the Consultant shall have no authority to act for or on behalf of
the Company or to bind the Company without its express approval in writing.
4
Section 8. TERMINATION. Notwithstanding any provision hereof, this
Agreement shall terminate and the Consultant shall cease to be engaged and
retained by the Company upon the occurrence of any of the following events:
8.1 The mutual agreement of the Consultant and the Company; or
8.2 The death of the Consultant; or
8.3 The inability of Consultant to perform the Services and
other consulting duties for any reason whatever.
Section 9. CONSULTANT'S COVENANTS. During the term of this Agreement,
Consultant will not, without the prior written consent of the Company, directly
or indirectly:
(a) own, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected as a
stockholder, partner, joint venturer or otherwise with, or accept employment of
any kind with, any business which, or any business or organization any part of
which, competes with the businesses of the Company and its subsidiaries as such
businesses are now conducted, in any geographical area in which such businesses
now are or heretofore have been conducted (except that nothing herein contained
shall prevent Consultant from investing as a passive investor in securities of
a corporation which are publicly traded on a National Securities Exchange (as
such term is used in the Securities Exchange Act of 1934) provided such
investment shall at no time exceed 5% of the issued and outstanding capital
stock of such corporation); or
(b) solicit, cause or authorize, directly or indirectly, to be
solicited, for or on behalf of himself or third parties from parties who are or
were customers for products now or heretofore produced by the businesses of the
Company and its subsidiaries and sales of products which are the same as, or
competitive with, the products now or heretofore produced by such businesses,
or accept or cause or authorize, directly or indirectly, to be accepted, for or
on behalf of himself or third parties, and such business from any such
customer; or
(c) solicit or cause or authorize, directly or indirectly, to
be solicited for employment for or on behalf of himself or third parties, any
person who is an employee of the Company or any of its subsidiaries as of the
date of cessation of Consultant's employment with the Company or any of its
subsidiaries.
5
Section 10. NOTICES. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
sufficient if given in writing by registered or certified mail, return receipt
requested, to the party to whom such notice is directed at the party's address
first above written.
Section 11. FAILURE TO DEMAND STRICT PERFORMANCE. The Company's or
the Consultant's failure to demand strict performance and compliance with any
part of this Agreement during the Consultant's engagement shall not be deemed
to be a waiver of any of the Company's or the Consultant's rights under this
Agreement or by operation of law.
Section 12. RELIEF. In the event that either party seeks judicial
enforcement of this Agreement, seeking either legal or equitable relief, or
both, the prevailing party shall be entitled to recover from the other the
reasonable attorneys' fees and costs which the prevailing party will pay or
become obligated to pay. The Consultant consents and agrees to venue and
service of process in New Jersey.
Section 13. SEVERABILITY. If any provision or portion of this
Agreement shall be determined by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions or portions of this
Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.
Section 14. NO ASSIGNMENTS. This Agreement is personal to each of
the parties hereto, and neither party may assign nor delegate any of the rights
or obligations hereunder without first obtaining the written consent of the
other party.
Section 15. ENTIRE AGREEMENT. This Agreement contains all the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if there be any, previously entered into by them with
respect thereto.
Section 16. AMENDMENTS. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing by
the parties hereto. Except as otherwise specifically provided in this
Agreement, no waiver by any party hereto of any breach of any condition or
provision of this Agreement shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.
6
Section 17. APPLICABLE LAW. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of New Jersey.
Section 18. HEADINGS. The Section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
Section 19. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed, and the Consultant has hereunto affixed his hand and seal,
the day and year first above written.
ATTEST: CAMBREX CORPORATION
___________________________ BY:_____________________________
C. C. BALDWIN, JR.
Chairman of the Board
Witness:
___________________________ ________________________________
ARTHUR I. MENDOLIA,
Consultant
EX-10.27
6
CONSULTING AGREEMENT WITH CYRIL C. BALDWIN, JR.
1
CAMBREX CORPORATION
EXHIBIT 10.27
CONSULTING AGREEMENT
THIS AGREEMENT, made as of the 15th day of December, 1994 by and
between CAMBREX CORPORATION, a Delaware corporation, having its principal
offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073
(hereinafter referred to as the "Company"), and CYRIL C. BALDWIN, JR., residing
at 751 Manatee Cove, Johns Island, Vero Beach, FL 32963 (hereinafter referred
to as the "Consultant"),
W I T N E S S E T H:
WHEREAS, the Consultant is currently the Chairman and Chief Executive
Officer of the Company, and is knowledgeable and has extensive experience in
the business of the formulation, production, marketing and distribution of
chemicals and chemical products of various kinds and descriptions, and in the
managing, advising and administering of various companies and ventures engaged
in such businesses;
WHEREAS, the Company desires to retain the consulting services of the
Consultant after his separation from active employment, to promote its growth
and development over the near and longer terms, and to provide Company with
financial, consulting and advisory services as described herein (the
"Services"), and the Consultant desires to make the Services available to
company on a regular and permanent basis, on the terms and conditions
hereinafter set forth;
WHEREAS, by agreement dated September 30, 1990, the Company and
Consultant have agreed that the Consultant shall provide certain services upon
Consultant's severance from active employment with the Company, and the parties
wish to amend the terms of such prior agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and Consultant
hereby agree as follows:
Section 1. ENGAGEMENT.
1.1 The agreement between the parties dated September 30, 1990, is
hereby canceled and replaced in its entirety by this Consulting Agreement and
by an Additional Retirement Payment Agreement of even date herewith.
2
1.2 The Company hereby engages and retains the Consultant to provide
the Services and to perform the other duties provided for herein, and the
Consultant accepts such engagement with the Company on the terms and conditions
set forth herein.
Section 2. THE SERVICES. The Consultant shall, at the request of the
Chief Executive Officer of the Company, perform, faithfully and diligently, the
Services and other consulting duties, provided that Consultant shall not be
required to devote more than two (2) days per week to the providing of the
Services and other consulting duties.
Section 3. TERM. This Agreement shall commence as of the date
Consultant gives Company written Notice of Commencement, but not sooner than the
first day of January, 1994, and shall continue in full force and effect during
Consultant's lifetime, unless sooner terminated as hereinafter provided in
Section 8 of this Agreement.
Section 4. COMPENSATION.
4.1 In consideration of the performance of the Services and
other consulting duties, the Company shall pay the Consultant a fee of One
Hundred Forty Thousand Dollars ($140,000.) per year, such amount to be prorated
for portions of a year, from the date Notice of Commencement is received and
continuing as provided herein, such amount to be payable on the last day of
each quarter commencing with the quarter in which Notice of Commencement is
received from Consultant.
4.2 In the event that the Consultant shall be required to
travel to perform the Services and other consulting duties assigned to him by
the Company, the Company shall reimburse the Consultant for first class air
fare and other reasonable travel expenses and for reasonable meals and lodging
selected by the Consultant.
4.3 Except as may be required by the terms of a specific plan
or plans, on and after the date Consultant gives Notice of Commencement under
this Agreement, the Consultant shall not be considered as having employee
status during the term of this Agreement for the purpose of any employee
benefit plan applicable to the Company's employees generally.
3
Section 5. NON-DISCLOSURE.
5.1 Consultant acknowledges that during the term of this
Agreement, he will have access to secret and confidential information (all such
information is hereinafter referred to as "Confidential Information") with
respect to some or all of the following:
(a) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions,
methods, systems, processes, formulae and methods of
manufacture;
(b) customers, suppliers and employees; and
(c) trade secrets.
5.2 Consultant agrees that (except as authorized in writing
by the Company or required pursuant to legal or administrative process) he will
not reveal, divulge or make known to any person, firm or corporation any such
Confidential Information.
5.3 Consultant agrees that if after any termination of this
Agreement for any reason, he shall discover any such Confidential Information
in his possession, he shall forthwith deliver the same to the Company.
5.4 Consultant agrees that any breach or threatened breach by
him of any provision of this Section 5 shall entitle the Company, in addition
to any other legal or equitable remedies available to it, to apply to any court
of competent jurisdiction to enjoin such breach or threatened breach without
posting any bond or other security.
Section 6. ASSIGNMENT, SUCCESSORS, ETC. This Agreement shall be
binding upon any successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company.
Section 7. RELATIONSHIP BETWEEN THE PARTIES. The relationship of
Consultant to the Company shall be that of an independent contractor.
Consequently, the Consultant shall have no authority to act for or on behalf of
the Company or to bind the Company without its express approval in writing.
4
Section 8. TERMINATION. Notwithstanding any provision hereof, this
Agreement shall terminate and the Consultant shall cease to be engaged and
retained by the Company upon the occurrence of any of the following events:
8.1 The mutual agreement of the Consultant and the Company; or
8.2 The death of the Consultant; or
8.3 The inability of Consultant to perform the Services and
other consulting duties for any reason whatever.
Section 9. CONSULTANT'S COVENANTS. During the term of this Agreement,
Consultant will not, without the prior written consent of the Company, directly
or indirectly:
9.1 own, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected as a
stockholder, partner, joint venturer or otherwise with, or accept employment of
any kind with, any business which, or any business or organization any part of
which, competes with the businesses of the Company and its subsidiaries as such
businesses are now conducted, in any geographical area in which such businesses
now are or heretofore have been conducted (except that nothing herein contained
shall prevent Consultant from investing as a passive investor in securities of
a corporation which are publicly traded on a National Securities Exchange (as
such term is used in the Securities Exchange Act of 1934) provided such
investment shall at no time exceed 5% of the issued and outstanding capital
stock of such corporation); or
9.2 solicit, cause or authorize, directly or indirectly, to
be solicited, for or on behalf of himself or third parties from parties who are
or were customers for products now or heretofore produced by the businesses of
the Company and its subsidiaries and sales of products which are the same as,
or competitive with, the products now or heretofore produced by such
businesses, or accept or cause or authorize, directly or indirectly, to be
accepted, for or on behalf of himself or third parties, and such business from
any such customer; or
9.3 solicit or cause or authorize, directly or indirectly, to
be solicited for employment for or on behalf of himself or third parties, any
person who is an employee of the Company or any of its subsidiaries as of the
date of cessation of Consultant's employment with the Company or any of its
subsidiaries.
Section 10. NOTICES. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
sufficient if given in writing by registered or certified mail, return receipt
requested, to the party to whom such notice is directed at the party's address
first above written.
5
Section 11. FAILURE TO DEMAND STRICT PERFORMANCE. The Company's or
the Consultant's failure to demand strict performance and compliance with any
part of this Agreement during the Consultant's engagement shall not be deemed
to be a waiver of any of the Company's or the Consultant's rights under this
Agreement or by operation of law.
Section 12. RELIEF. In the event that either party seeks judicial
enforcement of this Agreement, seeking either legal or equitable relief, or
both, the prevailing party shall be entitled to recover from the other the
reasonable attorneys' fees and costs which the prevailing party will pay or
become obligated to pay. The Consultant consents and agrees to venue and
service of process in New Jersey.
Section 13. SEVERABILITY. If any provision or portion of this
Agreement shall be determined by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions or portions of this
Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.
Section 14. NO ASSIGNMENTS. This Agreement is personal to each of
the parties hereto, and neither party may assign nor delegate any of the rights
or obligations hereunder without first obtaining the written consent of the
other party.
Section 15. ENTIRE AGREEMENT. This Agreement contains all the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if there be any, previously entered into by them with
respect thereto.
Section 16. AMENDMENTS. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing by
the parties hereto. Except as otherwise specifically provided in this
Agreement, no waiver by any party hereto of any breach of any condition or
provision of this Agreement shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.
Section 17. APPLICABLE LAW. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of New Jersey.
6
Section 18. HEADINGS. The Section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
Section 19. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed, and the Consultant has hereunto affixed his hand and seal,
the day and year first above written.
ATTEST: CAMBREX CORPORATION
___________________________________ BY:______________________________
JAMES A. MACK
President &
Chief Operating Officer
Witness:
___________________________________ __________________________________
CYRIL C. BALDWIN, JR.,
Consultant
EX-10.28
7
CONSULTING AGREEMENT WITH JAMES A. MACK
1
CAMBREX CORPORATION
EXHIBIT 10.28
CONSULTING AGREEMENT
THIS AGREEMENT, made as of the 26th day of January, 1995 by and
between CAMBREX CORPORATION, a Delaware corporation, having its principal
offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073
(hereinafter referred to as the "Company"), and JAMES A. MACK, residing at 51
Bermuda Road, Westport, CT 06880 (hereinafter referred to as the
"Consultant").
W I T N E S S E T H:
WHEREAS, the Consultant is currently the President and Chief Executive
Officer of the Company, and is knowledgeable and has extensive experience in
the business of the formulation, production, marketing and distribution of
chemicals and chemical products of various kinds and descriptions, and in the
managing, advising and administering of various companies and ventures engaged
in such businesses;
WHEREAS, the Company desires to retain the consulting services of the
Consultant after his separation from active employment, to promote its growth
and development over the near and longer terms, and to provide Company with
financial, consulting and advisory services as described herein (the
"Services"), and the Consultant desires to make the Services available to
company on a regular and permanent basis, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and Consultant
hereby agree as follows:
Section 1. ENGAGEMENT. The Company hereby agrees to engage and retain
the Consultant to provide the Services and to perform the other duties provided
for herein, and the Consultant agrees to accept such engagement with the
Company, each on the terms and conditions set forth herein.
2
Section 2. THE SERVICES. The Consultant shall, at the request of the
Chief Executive Officer of the Company, perform, faithfully and diligently, the
Services and other consulting duties, provided that Consultant shall not be
required to devote more than two (2) days per week to the providing of the
Services and other consulting duties.
Section 3. TERM. This Agreement shall commence as of the date
Consultant gives Company written Notice of Commencement, but not sooner than
the first day of January, 2000, and shall continue in full force and effect
during Consultant's lifetime, unless sooner terminated as hereinafter provided
in Section 8 of this Agreement, provided that if a "Change in Control" of the
Corporation shall occur, the Notice may be given at any time following such
Change. For the purpose of this Agreement, a "Change of Control" shall mean
the acquisition (other than by or from the Corporation or any employee benefit
plan of the Corporation) by any person or group of beneficial ownership of
twenty percent (20%) or more of the then outstanding shares of Stock of the
Corporation; or individuals who, as of the date hereof, constitute the Board of
Directors of the Corporation (the "Board" and as of the date hereof the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board; provided that any person becoming a member of the Board subsequent
to the date hereof whose election (other than a nomination of an individual
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Corporation, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be, for
purposes of this Agreement, considered a member of the Incumbent Board; or
approval by the stockholders of the Corporation of either a reorganization, or
merger, or consolidation, with respect to which persons who were the
stockholders of the Corporation immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than fifty
percent (50%) of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated entity's then
outstanding voting securities, or a liquidation or dissolution of the
Corporation, or the sale of all or substantially all of the assets of the
Corporation; or any other event or series of events which, notwithstanding any
of the foregoing provisions to the contrary, is determined by a majority of the
Incumbent Board to constitute a Change of Control for the purposes of this
Agreement.
Section 4. COMPENSATION.
4.1 In consideration of the performance of the Services and
other consulting duties, the Company shall pay the Consultant a fee of One
Hundred Thousand Dollars ($100,000.) per year, such amount to be prorated for
portions of a year, from the date Notice of Commencement is received and
continuing as provided herein, such amount to be payable on the last day of
each quarter commencing with the quarter in which Notice of Commencement is
received from Consultant.
3
4.2 In the event that the Consultant shall be required to
travel to perform the Services and other consulting duties assigned to him by
the Company, the Company shall reimburse the Consultant for first class air
fare and other reasonable travel expenses and for reasonable meals and lodging
selected by the Consultant.
4.3 Except as may be required by the terms of a specific plan
or plans, on and after the date Consultant gives Notice of Commencement under
this Agreement, the Consultant shall not be considered as having employee
status during the term of this Agreement for the purpose of any employee
benefit plan applicable to the Company's employees generally.
Section 5. NON-DISCLOSURE.
5.1 Consultant acknowledges that during the term of this
Agreement, he will have access to secret and confidential information (all such
information is hereinafter referred to as "Confidential Information") with
respect to some or all of the following:
(a) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions,
methods, systems, processes, formulae and methods of
manufacture;
(b) customers, suppliers and employees; and
(c) trade secrets.
5.2 Consultant agrees that (except as authorized in writing
by the Company or required pursuant to legal or administrative process) he will
not reveal, divulge or make known to any person, firm or corporation any such
Confidential Information.
5.3 Consultant agrees that if after any termination of this
Agreement for any reason, he shall discover any such Confidential Information
in his possession, he shall forthwith deliver the same to the Company.
5.4 Consultant agrees that any breach or threatened breach by
him of any provision of this Section 5 shall entitle the Company, in addition
to any other legal or equitable remedies available to it, to apply to any court
of competent jurisdiction to enjoin such breach or threatened breach without
posting any bond or other security.
Section 6. ASSIGNMENT, SUCCESSORS, ETC. This Agreement shall be
binding upon any successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company.
4
Section 7. RELATIONSHIP BETWEEN THE PARTIES. The relationship of
Consultant to the Company shall be that of an independent contractor.
Consequently, the Consultant shall have no authority to act for or on behalf of
the Company or to bind the Company without its express approval in writing.
Section 8. TERMINATION. Notwithstanding any provision hereof, this
Agreement shall terminate and the Consultant shall cease to be engaged and
retained by the Company upon the occurrence of any of the following events:
8.1 The mutual agreement of the Consultant and the Company; or
8.2 The death of the Consultant; or
8.3 The inability of Consultant to perform the Services and
other consulting duties for any reason whatever.
Section 9. CONSULTANT'S COVENANTS. During the term of this Agreement,
Consultant will not, without the prior written consent of the Company, directly
or indirectly:
9.1 own, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected as a
stockholder, partner, joint venturer or otherwise with, or accept employment of
any kind with, any business which, or any business or organization any part of
which, competes with the businesses of the Company and its subsidiaries as such
businesses are now conducted, in any geographical area in which such businesses
now are or heretofore have been conducted (except that nothing herein contained
shall prevent Consultant from investing as a passive investor in securities of
a corporation which are publicly traded on a National Securities Exchange (as
such term is used in the Securities Exchange Act of 1934) provided such
investment shall at no time exceed 5% of the issued and outstanding capital
stock of such corporation); or
9.2 solicit, cause or authorize, directly or indirectly, to
be solicited, for or on behalf of himself or third parties from parties who are
or were customers for products now or heretofore produced by the businesses of
the Company and its subsidiaries and sales of products which are the same as,
or competitive with, the products now or heretofore produced by such
businesses, or accept or cause or authorize, directly or indirectly, to be
accepted, for or on behalf of himself or third parties, and such business from
any such customer; or
9.3 solicit or cause or authorize, directly or indirectly, to
be solicited for employment for or on behalf of himself or third parties, any
person who is an employee of the Company or any of its subsidiaries as of the
date of cessation of Consultant's employment with the Company or any of its
subsidiaries.
5
Section 10. NOTICES. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
sufficient if given in writing by registered or certified mail, return receipt
requested, to the party to whom such notice is directed at the party's address
first above written.
Section 11. FAILURE TO DEMAND STRICT PERFORMANCE. The Company's or
the Consultant's failure to demand strict performance and compliance with any
part of this Agreement during the Consultant's engagement shall not be deemed to
be a waiver of any of the Company's or the Consultant's rights under this
Agreement or by operation of law.
Section 12. RELIEF. In the event that either party seeks judicial
enforcement of this Agreement, seeking either legal or equitable relief, or
both, the prevailing party shall be entitled to recover from the other the
reasonable attorneys' fees and costs which the prevailing party will pay or
become obligated to pay. The Consultant consents and agrees to venue and
service of process in New Jersey.
Section 13. SEVERABILITY. If any provision or portion of this
Agreement shall be determined by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions or portions of this
Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.
Section 14. NO ASSIGNMENTS. This Agreement is personal to each of
the parties hereto, and neither party may assign nor delegate any of the rights
or obligations hereunder without first obtaining the written consent of the
other party.
Section 15. ENTIRE AGREEMENT. This Agreement contains all the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if there be any, previously entered into by them with
respect thereto.
Section 16. AMENDMENTS. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing by
the parties hereto. Except as otherwise specifically provided in this
Agreement, no waiver by any party hereto of any breach of any condition or
provision of this Agreement shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.
Section 17. APPLICABLE LAW. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of New Jersey.
6
Section 18. HEADINGS. The Section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
Section 19. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed, and the Consultant has hereunto affixed his hand and seal,
the day and year first above written.
ATTEST: CAMBREX CORPORATION
___________________________________ BY:_____________________________
C.C.BALDWIN, JR.
Chairman of the Board
Witness:
___________________________________ ________________________________
JAMES A. MACK
Consultant
EX-10.29
8
RETIREMENT PAYMENT AGREEMENT WITH ARTHUR MENDOLIA
1
CAMBREX CORPORATION
EXHIBIT 10.29
ADDITIONAL RETIREMENT PAYMENT AGREEMENT
THIS AGREEMENT, made as of the 15th day of December, 1994 by and
between CAMBREX CORPORATION, a Delaware corporation, having its principal
offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073
(hereinafter referred to as the "Company"), and ARTHUR I. MENDOLIA, residing at
River Road, Titusville, NJ 08560 (hereinafter referred to as the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee has or will provide services to the Company for
a period of years both as an employee and as a consultant thereafter; and
WHEREAS, Employee and the Company wish to provide for supplemental
retirement payments to be made to Employee commencing on the date when he is no
longer able to provide services to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and Employee hereby
agree as follows:
Section 1. ADDITIONAL RETIREMENT BENEFITS. Commencing at the time when
the Employee receives no further compensation as an employee or fees as a
consultant, and Employee has retiree status, the Company hereby agrees to pay to
Employee, in addition to any other payment based on retirement which may be due
to Employee, an additional retirement benefit, the amount of One Hundred
Thousand Dollars ($100,000.) per year (prorated for portions of a year and
payable on the last day of each quarter) as an additional retirement benefit,
during the remainder of Employee's lifetime.
2
Section 2. PAYMENT OF ADDITIONAL BENEFITS. Amounts payable to Employee
under this agreement shall be payable to Employee only during his lifetime,
without any right of survivorship, and shall be subject to the applicable
reductions that are similar to those applicable to the benefits payable to such
Participant under the Company's Retirement Plan.
Section 3. NO RIGHTS TO SPECIFIC ASSETS. Additional benefits payable
under this agreement shall be paid directly from the general assets of the
Company. Nothing contained in this agreement and no action taken pursuant hereto
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and the Employee or any other person.
TO THE EXTENT THAT EMPLOYEE ACQUIRES A RIGHT TO RECEIVE PAYMENTS UNDER THIS
AGREEMENT SUCH RIGHT SHALL BE NO GREATER THAN THE RIGHT OF AN UNSECURED GENERAL
CREDITOR. Notwithstanding the forgoing, the Company may establish a grantor
trust or purchase securities to assist it in meeting its obligations hereunder;
provided, however, that in no event shall Employee have any interest in such
trust or property other than as an unsecured general creditor.
Section 4. INTERESTS NOT TRANSFERRABLE. No additional benefits payable
under this Agreement shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment or other legal process, or encumbrance
of any kind. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefits, whether currently or thereafter payable,
shall be void. No additional payment shall, in any manner, be liable for or
subject to the debts or liabilities of any person entitled to such benefits. If
Employee shall attempt to, or shall alienate, sell, transfer, assign, pledge or
otherwise encumber his additional benefits hereunder, or if by reason of his
bankruptcy or other event happening at any time, such benefits would devolve
upon any other person or would not be enjoyed by Employee, then the Company may,
in its discretion, terminate the interest of Employee in any such benefits and
hold or apply them to the benefit of the Employee, in such manner as the Company
may deem proper.
Section 5. FACILITY OF PAYMENT. Any amounts payable hereunder to
Employee who is under legal disability, may be paid to the legal representative
of Employee.
Section 6. SUCCESSORS. This agreement is binding upon the Company and
will inure to the benefit of any successor of the Company whether by purchase,
merger, consolidation or otherwise.
3
Section 7. NOTICES. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
sufficient if given in writing by registered or certified mail, return receipt
requested, to the party to whom such notice is directed at the party's address
first above written.
Section 8. SEVERABILITY. If any provision or portion of this Agreement
shall be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions or portions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
Section 9. ENTIRE AGREEMENT. This Agreement contains all the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if there be any, previously entered into by them with
respect thereto.
Section 10. AMENDMENTS. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing by
the parties hereto. Except as otherwise specifically provided in this
Agreement, no waiver by any party hereto of any breach of any condition or
provision of this Agreement shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.
Section 11. APPLICABLE LAW. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of New Jersey.
Section 12. HEADINGS. The Section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
Section 13. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which together
shall constitute a single instrument.
4
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed, and the Employee has hereunto affixed his hand and seal,
the day and year first above written.
ATTEST: CAMBREX CORPORATION
___________________________________ BY:_____________________________
C.C.BALDWIN, JR.
Chairman of the Board
Witness:
___________________________________ ________________________________
ARTHUR I. MENDOLIA,
Employee
EX-10.30
9
RETIREMENT PAYMENT AGREEMENT WITH CYRIL C. BALDWIN
1
CAMBREX CORPORATION
EXHIBIT 10.30
ADDITIONAL RETIREMENT PAYMENT AGREEMENT
THIS AGREEMENT, made as of the 15th day of December, 1994 by and
between CAMBREX CORPORATION, a Delaware corporation, having its principal
offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073
(hereinafter referred to as the "Company"), and CYRIL C. BALDWIN, JR., residing
at 751 Manatee Cove, Johns Island, Vero Beach, FL 32963 (hereinafter referred
to as the "Employee"),
W I T N E S S E T H:
WHEREAS, the Employee has or will provide services to the Company for
a period of years both as an employee and as a consultant thereafter; and
WHEREAS, Employee and the Company wish to provide for supplemental
retirement payments to be made to Employee commencing on the date when he is no
longer able to provide services to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and Employee hereby
agree as follows:
Section 1. ADDITIONAL RETIREMENT BENEFITS. Commencing at the time when
the Employee receives no further compensation as an employee or fees as a
consultant, and Employee has retiree status, the Company hereby agrees to pay to
Employee, in addition to any other payment based on retirement which may be due
to Employee, an additional retirement benefit, the amount of One Hundred Forty
Thousand Dollars ($140,000.) per year (prorated for portions of a year and
payable on the last day of each quarter) as an additional retirement benefit,
during the remainder of Employee's lifetime.
Section 2. PAYMENT OF ADDITIONAL BENEFITS. Amounts payable to Employee
under this agreement shall be payable to Employee only during his lifetime,
without any right of survivorship, and shall be subject to the applicable
reductions that are similar to those applicable to the benefits payable to such
Participant under the Company's Retirement Plan.
2
Section 3. NO RIGHTS TO SPECIFIC ASSETS. Additional benefits payable
under this agreement shall be paid directly from the general assets of the
Company. Nothing contained in this agreement and no action taken pursuant hereto
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and the Employee or any other person.
TO THE EXTENT THAT EMPLOYEE ACQUIRES A RIGHT TO RECEIVE PAYMENTS UNDER THIS
AGREEMENT SUCH RIGHT SHALL BE NO GREATER THAN THE RIGHT OF AN UNSECURED GENERAL
CREDITOR. Notwithstanding the forgoing, the Company may establish a grantor
trust or purchase securities to assist it in meeting its obligations hereunder;
provided, however, that in no event shall Employee have any interest in such
trust or property other than as an unsecured general creditor.
Section 4. INTERESTS NOT TRANSFERRABLE. No additional benefits payable
under this Agreement shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment or other legal process, or encumbrance
of any kind. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefits, whether currently or thereafter payable,
shall be void. No additional payment shall, in any manner, be liable for or
subject to the debts or liabilities of any person entitled to such benefits. If
Employee shall attempt to, or shall alienate, sell, transfer, assign, pledge or
otherwise encumber his additional benefits hereunder, or if by reason of his
bankruptcy or other event happening at any time, such benefits would devolve
upon any other person or would not be enjoyed by Employee, then the Company may,
in its discretion, terminate the interest of Employee in any such benefits and
hold or apply them to the benefit of the Employee, in such manner as the Company
may deem proper.
Section 5. FACILITY OF PAYMENT. Any amounts payable hereunder to
Employee who is under legal disability, may be paid to the legal representative
of Employee.
Section 6. SUCCESSORS. This agreement is binding upon the Company and
will inure to the benefit of any successor of the Company whether by purchase,
merger, consolidation or otherwise.
Section 7. NOTICES. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
sufficient if given in writing by registered or certified mail, return receipt
requested, to the party to whom such notice is directed at the party's address
first above written.
Section 8. SEVERABILITY. If any provision or portion of this
Agreement shall be determined by a court of competent jurisdiction to be invalid
or unenforceable, the remaining provisions or portions of this Agreement shall
be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
3
Section 9. ENTIRE AGREEMENT. This Agreement contains all the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if there be any, previously entered into by them with
respect thereto.
Section 10. AMENDMENTS. No provision of this Agreement may be amended
or waived unless such amendment or waiver is agreed to in writing by the
parties hereto. Except as otherwise specifically provided in this Agreement,
no waiver by any party hereto of any breach of any condition or provision of
this Agreement shall be deemed a waiver of a similar or dissimilar condition or
provision at the same or any prior or subsequent time.
Section 11. APPLICABLE LAW. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of New Jersey.
Section 12. HEADINGS. The Section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.
Section 13. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed, and the Employee has hereunto affixed his hand and seal,
the day and year first above written.
ATTEST: CAMBREX CORPORATION
__________________________________ BY:______________________________
JAMES A. MACK
President &
Chief Operating Officer
Witness:
__________________________________ _________________________________
CYRIL C. BALDWIN, JR.
Employee
EX-10.31
10
RETIREMENT PAYMENT AGREEMENT WITH JAMES A. MACK
1
CAMBREX CORPORATION
EXHIBIT 10.31
ADDITIONAL RETIREMENT PAYMENT AGREEMENT
THIS AGREEMENT, made as of the 26th day of January, 1995 by and
between CAMBREX CORPORATION, a Delaware corporation, having its principal
offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073
(hereinafter referred to as the "Company"), and JAMES A. MACK, residing at 51
Bermuda Road, Westport, CT 06880 (hereinafter referred to as the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee has or will provide services to the Company for
a period of years both as an employee and as a consultant thereafter; and
WHEREAS, Employee and the Company wish to provide for supplemental
retirement payments to be made to Employee commencing on the date when he is no
longer able to provide services to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and Employee hereby
agree as follows:
Section 1. ADDITIONAL RETIREMENT BENEFITS. Commencing at the time when
the Employee receives no further compensation as an employee or fees as a
consultant, and Employee has retiree status, the Company hereby agrees to pay to
Employee, in addition to any other payment based on retirement which may be due
to Employee, an additional retirement benefit, the amount of One Hundred
Thousand Dollars ($100,000.) per year (prorated for portions of a year and
payable on the last day of each quarter) as an additional retirement benefit,
during the remainder of Employee's lifetime.
Section 2. PAYMENT OF ADDITIONAL BENEFITS. Amounts payable to Employee
under this agreement shall be payable to Employee only during his lifetime,
without any right of survivorship, and shall be subject to the applicable
reductions that are similar to those applicable to the benefits payable to such
Participant under the Company's Retirement Plan.
2
Section 3. NO RIGHTS TO SPECIFIC ASSETS. Additional benefits payable
under this agreement shall be paid directly from the general assets of the
Company. Nothing contained in this agreement and no action taken pursuant hereto
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and the Employee or any other person.
TO THE EXTENT THAT EMPLOYEE ACQUIRES A RIGHT TO RECEIVE PAYMENTS UNDER THIS
AGREEMENT SUCH RIGHT SHALL BE NO GREATER THAN THE RIGHT OF AN UNSECURED GENERAL
CREDITOR. Notwithstanding the forgoing, the Company may establish a grantor
trust or purchase securities to assist it in meeting its obligations hereunder;
provided, however, that in no event shall Employee have any interest in such
trust or property other than as an unsecured general creditor.
Section 4. INTERESTS NOT TRANSFERRABLE. No additional benefits payable
under this Agreement shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment or other legal process, or encumbrance
of any kind. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefits, whether currently or thereafter payable,
shall be void. No additional payment shall, in any manner, be liable for or
subject to the debts or liabilities of any person entitled to such benefits. If
Employee shall attempt to, or shall alienate, sell, transfer, assign, pledge or
otherwise encumber his additional benefits hereunder, or if by reason of his
bankruptcy or other event happening at any time, such benefits would devolve
upon any other person or would not be enjoyed by Employee, then the Company may,
in its discretion, terminate the interest of Employee in any such benefits and
hold or apply them to the benefit of the Employee, in such manner as the Company
may deem proper.
Section 5. FACILITY OF PAYMENT. Any amounts payable hereunder to
Employee who is under legal disability, may be paid to the legal representative
of Employee.
Section 6. SUCCESSORS. This agreement is binding upon the Company and
will inure to the benefit of any successor of the Company whether by purchase,
merger, consolidation or otherwise.
Section 7. NOTICES. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
sufficient if given in writing by registered or certified mail, return receipt
requested, to the party to whom such notice is directed at the party's address
first above written.
Section 8. SEVERABILITY. If any provision or portion of this Agreement
shall be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions or portions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
3
Section 9. ENTIRE AGREEMENT. This Agreement contains all the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if there be any, previously entered into by them with
respect thereto.
Section 10. AMENDMENTS. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing by
the parties hereto. Except as otherwise specifically provided in this
Agreement, no waiver by any party hereto of any breach of any condition or
provision of this Agreement shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.
Section 11. APPLICABLE LAW. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of New Jersey.
Section 12. HEADINGS. The Section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
Section 13. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed, and the Employee has hereunto affixed his hand and seal,
the day and year first above written.
ATTEST: CAMBREX CORPORATION
_______________________________ BY:______________________________
C.C.BALDWIN, JR.
Chairman of the Board
Witness:
_______________________________ _________________________________
JAMES A. MACK
Employee
EX-11
11
COMPUTATION OF EARNINGS PER SHARE
1
EXHIBIT 11
CAMBREX CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER-SHARE DATA)
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1994 1993 1992 1991(1) 1990(1)
-------- ------- ------- ------- -------
Income applicable to common shares:
Primary earnings....................... $ 11,126 $ 8,641 $ 6,230 $ 31 $(5,075)
Add:
Interest reduction attributable to
assumed conversion of convertible
subordinated notes (Net of taxes)
Notes issued June 11, 1985........... -- 71 136 -- --
Notes issued October 3, 1985......... -- 43 81 -- --
-------- ------- ------- ------- -------
Fully diluted earnings (loss)..... $ 11,126 $ 8,755 $ 6,447 $ 31 $(5,075)
======= ====== ====== ====== =======
Weighted average number of common shares and
common share equivalents outstanding
during the year:
Common stock........................... 5,250 4,961 4,753 4,655 4,705
Nonvoting Common stock................. -- -- -- -- 113
Stock options.......................... 424 321 135 49 --
-------- ------- ------- ------- -------
Shares outstanding -- primary.......... 5,674 5,282 4,888 4,704 4,818
Notes issued June 11, 1985................ -- 122 198 -- --
Notes issued October 3, 1985.............. -- 73 120 -- --
Additional stock options.................. 25 7 36 34 --
-------- ------- ------- ------- -------
Shares outstanding -- fully diluted.... 5,699 5,484 5,242 4,738 4,818
======= ====== ====== ====== =======
Fully diluted earnings (loss) per
common share(2)...................... $ 1.95 $ 1.60 $ 1.23 $ 0.01 $ (1.05)
======= ====== ====== ====== =======
---------------
(1) The convertible subordinated notes and the related interest, net of income
taxes, had an anti-dilutive effect on earnings per share for the years ended
December 31, 1991 and 1990 and are, therefore, excluded from the
computation.
(2) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
54
EX-21
12
SUBSIDIARIES OF THE REGISTRANT
1
EXHIBIT 21
CAMBREX CORPORATION
SUBSIDIARIES OF REGISTRANT
SUBSIDIARY INCORPORATED IN:
--------------------------------------------------------------- ----------------
CasChem, Inc. ................................................. Delaware
Cosan Chemical Corp. .......................................... New Jersey
Nepera, Inc. .................................................. New York
The Humphrey Chemical Co., Inc. ............................... Delaware
Salsbury Chemicals, Inc. ...................................... Iowa
Zeeland Chemicals, Inc. ....................................... Michigan
Seal Sands Chemicals Limited................................... England
Profarmaco Nobel S.r.1. ....................................... Italy
Nobel Chemicals AB............................................. Sweden
55
EX-23
13
ACCOUNTANTS' CONSENT
1
EXHIBIT 23
CAMBREX CORPORATION
ACCOUNTANTS' CONSENT
Cambrex Corporation:
We consent to the incorporation by reference in the registration statement
of Cambrex Corporation on Form S-8 (File Nos. 33-21374, 33-37791, 33-81780 and
33-81782) of our report dated January 19, 1995, on our audits of the
consolidated financial statements and financial statement schedules of Cambrex
Corporation as of December 31, 1994 and 1993, and for each of the three years in
the period ended December 31, 1994, which report is included in this Annual
Report on Form 10-K.
COOPERS & LYBRAND, L.L.P.
Parsippany, New Jersey
March 21, 1995
56
EX-24
14
POWER OF ATTORNEY
1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer and director of Cambrex
Corporation, a Delaware corporation, whose signature appears below constitutes
and appoints Cyril C. Baldwin, Jr., James A. Mack, and Peter Tracey, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all Annual Reports on Form 10-K which
said Cambrex Corporation may be required to file pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 and any and all amendments thereto and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF each of the undersigned has executed this instrument as
of the 26th day of January 1995.
/s/ Cyril C. Baldwin, Jr. /s/ Ilan Kaufthal
--------------------------------------------- ---------------------------------------------
Cyril C. Baldwin, Jr. Ilan Kaufthal
Chairman of the Board and Director
Chief Executive Officer
(Principal Executive Officer)
/s/ Peter Tracey /s/ Robert W. Lear
--------------------------------------------- ---------------------------------------------
Peter Tracey Robert W. Lear
Vice President Director
(Principal Financial and
Accounting Officer)
/s/ Francis X. Dwyer /s/ Robert LeBuhn
--------------------------------------------- ---------------------------------------------
Francis X. Dwyer Robert LeBuhn
Director Director
/s/ Kathryn Rudie Harrigan, PhD /s/ James A. Mack
--------------------------------------------- ---------------------------------------------
Kathryn Rudie Harrigan, PhD James A. Mack
Director Director
/s/ George J.W. Goodman /s/ Arthur I. Mendolia
--------------------------------------------- ---------------------------------------------
George J.W. Goodman Arthur I. Mendolia
Director Director
/s/ Dean P. Phypers
---------------------------------------------
Dean P. Phypers
Director
57
EX-27
15
FINANCIAL DATA SCHEDULE
5
1,000
YEAR
DEC-31-1994
DEC-31-1994
9,087
0
49,030
1,288
61,979
130,698
241,842
69,560
360,477
110,773
115,975
607
0
0
101,359
360,477
241,634
241,634
183,753
183,753
0
0
4,676
16,892
5,766
11,126
0
0
0
11,126
1.96
1.95