-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QMPEPlOBJyuy4po4OK3scDvafkANcOHW6uACisZFd8EzT3HDzSQh4CfG84sq+NvF Y7we+wti1wdRwz/0Y5VspQ== 0000950123-05-003195.txt : 20050316 0000950123-05-003195.hdr.sgml : 20050316 20050316072438 ACCESSION NUMBER: 0000950123-05-003195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050315 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 05683364 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2018043000 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: E. RUTHERFORD STATE: NJ ZIP: 07073 8-K 1 y06876e8vk.txt FORM 8-K 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 15, 2005 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 15, 2005 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 15, 2005, Cambrex Corporation issued a press release announcing a restatement of its financial results for the quarterly periods ending March 30, June 30 and September 30, 2004 and adjustments to the results previously announced in the Company's January 27, 2005 press release. A copy of the March 15, 2005 Press Release and accompanying financial statements is attached hereto as Exhibit 99.1 The financial information contained in this report and the press release attached as Exhibit 99.1 is unaudited, subject to revision and should not be considered final until the Annual Report on Form 10-K is filed. 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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW All amounts below are in thousands of dollars except earnings per share figures. As previously announced in the Company's press release dated January 27, 2005, in the course of preparing the 2004 financial results for the fiscal year ended December 31, 2004, Cambrex Corporation (the "Company") identified certain potential adjustments, which were under review by the Company at the time of the January 27, 2005 press release. Subsequent to January 27, 2005 the Company identified additional potential adjustments, and on March 11, 2005 concluded, in accordance with the materiality guidelines set forth in Staff Accounting Bulletin No. 99, to restate the previously reported results for the quarterly periods ending March 31, June 30 and September 30, 2004, as well as the results reported in its January 27, 2005 press release. Management of the Company and its independent registered public accountant met with the Audit Committee of the Board of Directors of the Company to discuss management's conclusion. The Audit Committee concurred with the conclusion to restate the Company's financial statements for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004. As a result of the Company's decision to restate the previously reported interim periods, the Company's quarterly reports for the quarters ending March 31, June 30 and September 30, 2004 should no longer be relied upon. The adjustments principally relate to amortization of leasehold improvements, employee benefit accruals, inventory, and taxes that impacted prior years and prior quarters within 2004. The aggregate impact of the prior years' adjustments was a reduction to net income of $243 and is not considered material to any period prior to 2004. As such, the $243 reduction to net income related to prior years will be included in the results of the first quarter of 2004. After including the prior years' adjustment in the first quarter, the impact on net income for the first, second, and third quarters of 2004 was a decrease of $258, an increase of $178, and a decrease of $718, respectively. The Company will restate the results of the first three quarters of 2004 to reflect these adjustments within the Company's Report on Form 10-K for the year ended December 31, 2004 and the Company will file amendments to the quarterly reports for the quarters ending March 31, 2004, June 30, 2004, September 30, 2004 in the near future. The schedule below summarizes the impact of the adjustments for each of the previously reported quarters of 2004.
Q1 2004 Q2 2004 Q3 2004 ------- ------- ------- (In thousands except for EPS data) As Reported - Income (Loss) from Continuing Operations $ 8,198 $ 6,110 $ (44,195) As Adjusted - Income (Loss) from Continuing Operations $ 7,940 $ 6,288 $ (44,913) As Reported - EPS from Continuing Operations - Diluted $ 0.31 $ 0.23 $ (1.69) As Adjusted - EPS from Continuing Operations - Diluted $ 0.30 $ 0.24 $ (1.72)
The financial information contained in this report and the press release attached as Exhibit 99.1 is unaudited, subject to revision and should not be considered final until the Annual Report on Form 10-K is filed. ITEM 8.01 OTHER INFORMATION The March 15, 2005 press release also announced that the Company had 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, 2004, in order to afford the Company the necessary time to complete the assessment of internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. 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. SAFE HARBOR STATEMENT Forward-looking statements in this report should be read in conjunction with the Safe Harbor Statement in Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits (99.1) Press release issued by Cambrex Corporation dated March 15, 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 15, 2005 By: /s/Luke M. Beshar -------------- ----------------- Name: Luke M. Beshar Title: Executive Vice President Chief Financial Officer EX-99.1 2 y06876exv99w1.txt PRESS RELEASE EXHIBIT 99.1 - Cambrex Corporation Press Release dated January 27, 2005 (CAMBREX LOGO) Date: March 15, 2005 Contact: Luke M. Beshar Anne-Marie Hess Executive Vice President & CFO Director, Investor Relations Phone: 201-804-3010 201-804-3062 Email: luke.beshar@cambrex.com annemarie.hess@cambrex.com Release: Immediate CAMBREX FILES EXTENSION FOR FORM 10-K AND ADJUSTS 2004 RESULTS East Rutherford, NJ - March 15, 2005 - Cambrex Corporation (NYSE: CBM) announced today that it is filing a fifteen-day extension for submission of its 2004 Form 10-K with the Securities and Exchange Commission (SEC), as permitted by the 1934 Exchange Act Rule 12b-25, in order to afford the Company the necessary time to complete the assessment of its internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. In its January 27, 2005 press release, the Company indicated that it was analyzing and researching potential accounting adjustments estimated to be less than $1.5 million on a pre-tax basis and related to prior reporting periods. The Company has completed its analysis, which along with additional items subsequently identified, resulted in a $1.3 million cumulative reduction to previously reported full year 2004 net income. Of the cumulative $1.3 million adjustment to 2004 net income, - - $1.2 million is related to accounting for leasehold improvements placed in service in 2003 and prior. Following a review of its lease accounting treatment and relevant accounting literature, the Company determined that it should use depreciable lives for its leasehold improvements that are the shorter of the economic life of the asset or the non-cancelable lease term. - - $0.1 million is the net amount of adjustments for international taxes and accruals for inventory and employee benefits. Of the $1.3 million adjustment, $1.1 million relates to 2004 and $0.2 million relates to prior years. Since the $0.2 million attributable to prior years was deemed immaterial to the periods in which they occurred, the adjustment is included in the revised results for the first quarter of 2004. The following table summarizes the impact of the adjustments on net income versus previously disclosed results for the periods below.
Q1 2004 Q2 2004 Q3 2004 Q4 2004 TOTAL 2004 ------- ------- ------- ------- ---------- (In thousands except for EPS data) As Reported - Income from Continuing Operations $ 8,198 $ 6,110 $ (44,195) $ 5,332 $ (24,555) As Adjusted - Income from Continuing Operations $ 7,940 $ 6,288 $ (44,913) $ 4,819 $ (25,866) As Reported - EPS from Continuing Operations - Diluted $ 0.31 $ 0.23 $ (1.69) $ 0.20 $ (0.94) As Adjusted - EPS from Continuing Operations - Diluted $ 0.30 $ 0.24 $ (1.72) $ 0.18 $ (0.99)
Revised Statements of Profit and Loss and Sales and Gross Profit by Segment are attached. The financial information contained in this press release is unaudited, subject to revision and should not be considered final until the Annual Report on Form 10-K is filed. The Company will file amended Forms 10-Q for the 2004 interim periods as soon as they are available after the filing of the 2004 Form 10-K. The Company reiterates previously announced 2005 guidance including diluted earnings per share for continuing operations of $0.90 to $1.10 for the full year. As stated in the Company's release dated Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com (CAMBREX LOGO) January 27, 2005, guidance for 2005 does not include the effect of the implementation of the reissued FASB Statement No. 123 - "Share-Based Payments". FORWARD LOOKING STATEMENTS This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Rule 3B-6 under The Exchange Act, including, without limitation, statements regarding expected performance, especially expectations with respect to sales, research and development expenditures, earnings per share, capital expenditures, acquisitions, divestitures, collaborations, or other expansion opportunities. These statements may be identified by the fact that words such as "expects", "anticipates", "intends", "estimates", "believes" or similar expressions are used in connection with any discussion of future financial and operating performance. The forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations including but not limited to, global economic trends, pharmaceutical outsourcing trends, competitive pricing or product developments, government legislation and/or regulations (particularly environmental issues), tax rate, technology, manufacturing and legal issues, changes in foreign exchange rates, performance of minority investments, un-collectable receivables, loss on disposition of assets, cancellation or delays in renewal of contracts, and lack of suitable raw materials or packaging materials. 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. ABOUT CAMBREX Cambrex is a global, diversified life sciences company dedicated to providing products and services to accelerate and improve the discovery and commercialization of human therapeutics. The company employs approximately 1900 worldwide. For more information, please visit http://www.Cambrex.Com. Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com (CAMBREX LOGO) CAMBREX CORPORATION Statement of Profit and Loss Revised Quarterly 2004 Results* (in thousands)
Restated Restated Restated Adjusted Adjusted Q1 Q2 Q3 Q4 YTD -- -- -- -- --- Gross Sales $113,549 $108,951 $ 99,250 $ 117,365 $ 439,115 Commissions and Allowances 959 699 620 (20) 2,258 Net Sales 112,590 108,252 98,630 117,385 436,857 Other Revenues 3,042 1,797 1,706 255 6,800 Net Revenue 115,632 110,049 100,336 117,640 443,657 Cost of Sales 69,914 68,060 61,159 73,588 272,721 Gross Profit 45,718 41,989 39,177 44,052 170,936 Operating Expenses Marketing/Sales Expenses 7,907 7,951 7,555 9,170 32,583 Research & Development Expenses 4,743 4,673 4,520 5,723 19,659 Administrative Expenses 17,236 16,061 17,683 17,425 68,405 Goodwill Impairment -- -- 48,720 -- 48,720 Amortization 472 445 463 541 1,921 Total Operating Expenses 30,358 29,130 78,941 32,859 171,288 Operating Profit 15,360 12,859 (39,764) 11,193 (352) Other Expenses Interest - Other 2,929 2,688 2,854 2,479 10,950 Other Expenses (Income), net 127 21 (209) 134 73 Total Other Expenses 3,056 2,709 2,645 2,613 11,023 Income (Loss) Before Taxes 12,304 10,150 (42,409) 8,580 (11,375) Provision for Income Taxes 4,364 3,862 2,504 3,761 14,491 Income (Loss) from Continuing Operations $ 7,940 $ 6,288 $ (44,913) $ 4,819 $ (25,866) Diluted Earnings per Share Income (Loss) From Continuing Operations $ 0.30 $ 0.24 $ (1.72) $ 0.18 $ (0.99)
- ---------- * Adjustments did not impact the previously reported quarterly Loss from Discontinued Operations Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com (CAMBREX LOGO) CAMBREX CORPORATION Gross Sales & Gross Profit by Segment Revised Quarterly 2004 Results (in thousands)
First Quarter Second Quarter ------------- -------------- Gross Gross Gross Gross Sales Profit GP% Sales Profit GP% ----- ------ --- ----- ------ --- Bioproducts $ 34,521 18,397 53.3% $ 33,711 18,647 55.3% Biopharma 9,119 450 4.9% 11,245 961 8.5% Human Health 69,909 26,871 38.4% 63,995 22,381 35.0% Total $113,549 $45,718 40.3% $108,951 $41,989 38.5%
Third Quarter Fourth Quarter ------------- -------------- Gross Gross Gross Gross Sales Profit GP% Sales Profit GP% ----- ------ --- ----- ------ --- Bioproducts $33,958 18,632 54.9% $ 33,918 19,254 56.8% Biopharma 11,375 1,892 16.6% 11,531 1,577 13.7% Human Health 53,917 18,653 34.6% 71,916 23,221 32.3% Total $99,250 $39,177 39.5% $117,365 $44,052 37.5%
Year to Date ------------ Gross Gross Sales Profit GP% ----- ------ --- Bioproducts $136,108 74,930 55.1% Biopharma 43,270 4,880 11.3% Human Health 259,737 91,126 35.1% Total $439,115 $170,936 38.9%
### Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073 Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com -----END PRIVACY-ENHANCED MESSAGE-----