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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 29, 2004
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CAMBREX CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-10638 22-2476135
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY 07073
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 804-3000
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Check the appropriate box if the Form 8K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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CAMBREX CORPORATION
FORM 8-K
CURRENT REPORT
OCTOBER 29, 2004
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 28, 2004, Cambrex Corporation issued a press release
announcing its financial results for the third quarter of 2004. The press
release is attached to this Form 8-K as Exhibit 99.1. The Press Release and
accompanying financial statements include non-GAAP financial information with
reconciliation to GAAP measures. Cambrex management believes that the non-GAAP
information in the Press Release is an additional meaningful measure of
operating performance because it measures the principal operating results from
on-going current operations, and this is more comparable to the Company's
historical financial results.
Such information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that Section, nor shall it be deemed incorporated by reference in any
registration statement or other document under the Securities Act of 1933.
ITEM 2.06 MATERIAL IMPAIRMENT
In the third quarter of 2004, the Company reconsidered whether the
carrying value of the goodwill related to its Baltimore reporting unit (a
component of the Biopharma segment) may not be recoverable, due to the lowering
of Baltimore's revenue and operating income forecast for the remainder of 2004
and its revised assessment of its long-term profitability versus prior
projections. The Company tested for impairment and determined that the carrying
value exceeded its fair value, as determined by using a discounted cash flow
model. Management retained valuation specialists to assist in the valuation of
its tangible and identifiable intangible assets for purposes of determining the
implied fair value of goodwill. On October 26, 2004 the Company completed its
assessment and recorded a non-cash impairment charge of $48,720 to reduce the
carrying value of goodwill in the Baltimore reporting unit.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99.1) Press release issued by Cambrex Corporation dated
October 28, 2004.
Such information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that Section, nor shall it be deemed incorporated by reference in any
registration statement or other document under the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
CAMBREX CORPORATION
Date: October 29, 2004 By: /s/ Luke M. Beshar
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Name: Luke M. Beshar
Title: Executive Vice President
Chief Financial Officer