CONFORMED COPY
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) March 20, 2006
CAMBREX CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-10638 22-2476135
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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
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))
CAMBREX CORPORATION
FORM 8-K
CURRENT REPORT
MARCH 20, 2006
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 22, 2006, Cambrex Corporation issued a press release announcing
its financial results for the fourth quarter and year ended December 31, 2005.
Such press release was included as an Exhibit in the Company's February 23,
2006, Current Report on Form 8-K. The Company has revised its 2005 results of
operations previously reported in the Company's February 22, 2006 press release,
primarily due to adjustments to the goodwill and long-lived asset impairment
resulting from revisions to its application of FASB Statements 142 and 144 and
related accounting pronouncements that govern the process of valuing and when
necessary, impairing such assets. The Company's revised results of operations
for the quarter and year ended December 31, 2005 are reflected in the
accompanying tables.
The revised results include a $76.4 million ($2.86 per diluted share)
goodwill impairment and a $29.1 million ($1.09 per diluted share) charge to
reduce the carrying value of long-lived assets to their estimated fair value.
The long-lived asset impairment includes a tax benefit of $1.7 million.
Previously, in its February 22, 2006 press release, the Company had reported
that its results included an $87.2 million ($3.27 per diluted share) goodwill
impairment and a $35.8 million ($1.34 per diluted share) charge to reduce the
carrying value of long-lived assets to their estimated fair value. The
previously reported long-lived asset impairment includes a tax benefit of
$2.3 million. The goodwill and asset impairments were recorded as the result of
lower long-term profitability projections for the Biopharma segment and two
small European reporting units in the Human Health segment.
Additionally, the Company revised charges to its Income Tax Provision
during the fourth quarter 2005 from $16.9 million ($0.63 per diluted share) to
$17.2 million ($0.65 per diluted share) primarily due to the write down of the
carrying value of certain US tax assets that had previously been preserved by
tax strategies. The charges primarily result from the Company's recent history
of domestic losses and its short-term projections for continued domestic losses.
Excluding the changes discussed above, all other consolidated operating
results are unchanged from the February 22, 2006 release.
It is important to note that the financial information contained herein is
unaudited, subject to revision and should not be considered final until the 2005
Form 10-K is filed with the US Securities and Exchange Commission.
ITEM 2.06 MATERIAL IMPAIRMENT
On February 22, 2006, Cambrex Corporation issued a press release announcing
its financial results for the fourth quarter and period ended December 31, 2005.
In such press-release the Company reported certain impairment charges and a
related Income Tax valuation allowance. Due to adjustments to the goodwill and
long-lived asset impairment resulting from revisions to its application of FASB
Statements 142 and 144 and related accounting pronouncements, on March 14th,
2006, the Company concluded that that the actual impairment charges for Goodwill
should be $76.4 million and Long-Lived Assets should be $29.1 million (including
a $1.7 million tax benefit). The Company does not expect that the Impairment
Charges will result in future cash expenditures.
ITEM 8.01 OTHER INFORMATION
On March 17, 2006, the Company filed a Form 12b-25 with the Securities and
Exchange Commission to obtain a fifteen day extension of the due date for the
filing of its Annual Report on Form 10-K for the period ending December 31,
2005. The Company filed the fifteen-day extension, as permitted by 1934 Exchange
Act Rule 12b-25, in order to afford the Company the necessary time to complete
its assessment of internal controls over financial reporting as required by
Section 404 of the Sarbanes-Oxley Act and analysis related to certain tax and
shareholder's equity accounts.
The Company expects to be able to complete its assessment within the time
provided by this Form 12b-25, at which time the Company would file its complete
Annual Report on Form 10-K for the year ended December 31, 2005, including
management's report on internal control over financial reporting.
SAFE HARBOR STATEMENT
This report contains forward-looking statements. All forward-looking
statements are based on management's estimates, projections and assumptions as
of the date hereof and include the assumptions that underlie such statements.
These statements are subject to known and unknown risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
by such statements. For further details and a discussion of these and other
risks and uncertainties, investors are cautioned to review the Cambrex Annual
Report on Form 10-K, including the Forward-Looking Statement section therein,
and other filings with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
(99.1) Revised financial statements for the quarter and year-end
December 31, 2005.
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: March 20, 2006 By: /s/ Luke M. Beshar
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Name: Luke M. Beshar
Title: Executive Vice President
Chief Financial Officer
Exhibit 99.1 Revised financial statements for the quarter and year-end
December 31, 2005.