Cambrex 8-K Completion of Acquisition or Disposition of Assets

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Nine Months Ended September 30, 2006
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			Reported
Gross sales		356,389			(157,169	)		(28,569	)		—			170,651
Allowances and rebates		1,632			(363	)		(371	)		—			898
Net sales		354,757			(156,806	)		(28,198	)		—			169,753
Other revenues		3,398			(4,269	)		36			—			(835	)
Net revenues		358,155			(161,075	)		(28,162	)		—			168,918
Cost of goods sold		231,260			(98,226	)		(25,700	)		—			107,334
Gross profit		126,895			(62,849	)		(2,462	)		—			61,584
Operating expenses:
Selling, general and administrative expenses		86,407			(41,343	)		(3,529	)		1,600g.			43,135
Research and development expenses		16,608			(7,845	)		(703	)		—			8,060
Goodwill impairment		2,092			—			(2,092	)		—			—
Total operating expenses		105,107			(49,188	)		(6,324	)		1,600			51,195
Operating profit		21,788			(13,661	)		3,862			(1,600	)		10,389
Other expenses:
Interest expense, net		12,188			379			(57	)		(12,745	)h.		(235	)
Other expenses, net		107			16			8			—			131
Income before taxes		9,493			(14,056	)		3,911			11,145			10,493
Provision for Income taxes		13,998			(3,362	)		1,029			—			11,665	i.
Loss before cumulative effect of a change in accounting principle		(4,505	)		(10,694	)		2,882			11,145			(1,172	)
Weighted average shares outstanding (basic)		26,718												26,718
Loss before cumulative effect of a change in accounting principle		(0.17	)											(0.04	)
Weighted average shares outstanding (diluted)		26,718												26,718
Loss before cumulative effect of a change in accounting principle		(0.17	)											(0.04	)

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Nine Months Ended September 30, 2005
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			Reported
Gross sales		331,133			(141,385	)		(27,565	)		—			162,183
Allowances and rebates		3,696	��		(1,664	)		(580	)		—			1,452
Net sales		327,437			(139,721	)		(26,985	)		—			160,731
Other revenues		5,827			(3,765	)		(155	)		—			1,907
Net revenues		333,264			(143,486	)		(27,140	)		—			162,638
Cost of goods sold		212,910			(88,758	)		(26,432	)		—			97,720
Gross profit		120,354			(54,728	)		(708	)		—			64,918
Operating expenses:
Selling, general and administrative expenses		77,640			(39,373	)		(3,788	)		4,700g.			39,179
Research and development expenses		16,601			(7,332	)		(633	)		—			8,636
Total operating expenses		94,241			(46,705	)		(4,421	)		4,700			47,815
Operating profit		26,113			(8,023	)		3,713			(4,700	)		17,103
Other expenses:
Interest expense, net		8,282			439			(9	)		(9,290	)h.		(578	)
Other expenses, net		72			151			3			—			226
Income before taxes		17,759			(8,613	)		3,719			4,590			17,455
Provision for Income taxes		6,637			(4,256	)		1,112			—			3,493i.
Net Income		11,122			(4,357	)		2,607			4,590			13,962
Weighted average shares outstanding (basic)		26,389												26,389
Net Income		0.42												0.53
Weighted average shares outstanding (diluted)		26,550												26,550
Net Income		0.42												0.53

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Year Ended December 31, 2005
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			Reported
Gross sales		451,986			(191,198	)		(37,225	)		—			223,563
Allowances and rebates		3,437			(2,009	)		(787	)		—			641
Net sales		448,549			(189,189	)		(36,438	)		—			222,922
Other revenues		6,548			(5,071	)		(189	)		—			1,288
Net revenues		455,097			(194,260	)		(36,627	)		—			224,210
Cost of goods sold		293,760			(120,901	)		(35,705	)		—			137,154
Gross profit		161,337			(73,359	)		(922	)		—			87,056
Operating expenses:
Selling, general and administrative expenses		107,610			(52,894	)		(5,066	)		6,300g.			55,950
Research and development expenses		22,331			(9,524	)		(861	)		—			11,946
Asset impairments		107,177			(82,383	)		(24,794	)		—			—
Total operating expenses		237,118			(144,801	)		(30,721	)		6,300			67,896
Operating (loss)/profit		(75,781	)		71,442			29,799			(6,300	)		19,160
Other expenses:
Interest expense, net		10,815			585			(14	)		(12,020	)h.		(634	)
Other expenses, net		40			158			3			—			201
Income before taxes		(86,636	)		70,699			29,810			5,720			19,593
Provision for Income taxes		23,822			(3,460	)		2,591			—			22,953	i.
Net loss		(110,458	)		74,159			27,219			5,720			(3,360	)
Weighted average shares outstanding (basic)		26,456												26,456
Net loss		(4.18	)											(0.13	)
Weighted average shares outstanding (diluted)		26,456												26,456
Net loss		(4.18	)											(0.13	)

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Year Ended December 31, 2004
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			Reported
Gross sales		439,115			(179,378	)		(43,209	)		—			216,528
Allowances and rebates		2,258			(739	)		(701	)		—			818
Net sales		436,857			(178,639	)		(42,508	)		—			215,710
Other revenues		6,800			(5,424	)		(21	)		—			1,355
Net revenues		443,657			(184,063	)		(42,529	)		—			217,065
Cost of goods sold		272,917			(104,830	)		(35,694	)		—			132,393
Gross profit		170,740			(79,233	)		(6,835	)		—			84,672
Operating expenses:
Selling, general and administrative expenses		102,769			(49,440	)		(5,634	)		5,600	g.		53,295
Research and development expenses		19,659			(8,325	)		(900	)		—			10,434
Asset impairments		48,720			(48,720	)		—			—			—
Total operating expenses		171,148			(106,485	)		(6,534	)		5,600			63,729
Operating (loss)/profit		(408	)		27,252			(301	)		(5,600	)		20,943
Other expenses:
Interest expense, net		10,950			411			(277	)		(7,622	)h.		3,462
Other expenses, net		73			224			39			—			336
(Loss)/income from continuing operations before taxes		(11,431	)		26,617			(63	)		2,022			17,145
Provision for Income taxes		14,461			(3,563	)		152			—			11,050	i.
(Loss)/income from continuing operations		(25,892	)		30,180			(215	)		2,022			6,095
Weighted average shares outstanding (basic)		26,094												26,094
(Loss)/income from continuing operations		(0.99	)											0.23
Weighted average shares outstanding (diluted)		26,094												26,462
(Loss)/income from continuing operations		(0.99	)											0.23

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Year Ended December 31, 2003
(Unaudited)

	Cambrex		Bio Companies			Cork & Landen			Other			Pro forma
	As Reported		Adjustments			Adjustments			Adjustments			Reported
Gross sales		405,591		(163,447	)		(38,700	)		—			203,444
Allowances and rebates		3,780		(3,129	)		(732	)		—			(81	)
Net sales		401,811		(160,318	)		(37,968	)		—			203,525
Other revenues		8,833		(5,464	)		56			—			3,425
Net revenues		410,644		(165,782	)		(37,912	)		—			206,950
Cost of goods sold		248,238		(94,264	)		(30,848	)		—			123,126
Gross profit		162,406		(71,518	)		(7,064	)		—			83,824
Operating expenses:
Selling, general and administrative expenses		95,117		(44,699	)		(3,755	)		5,700	g.		52,363
Research and development expenses		17,123		(7,230	)		(876	)		—			9,017
Asset impairments		—		—			—			—			—
Legal settlement		11,342		—			—			—			11,342
Total operating expenses		123,582		(51,929	)		(4,631	)		5,700			72,722
Operating profit		38,824		(19,589	)		(2,433	)		(5,700	)		11,102
Other expenses:
Interest expense, net		11,840		265			(197	)		(9,698	)h.		2,210
Other expenses, net		139		(102	)		(27	)		—			10
Income from continuing operations before taxes		26,845		(19,752	)		(2,209	)		3,998			8,882
Provision for Income taxes		26,600		(1,664	)		(571	)		—			24,365	i.
Income/(loss) from continuing operations		245		(18,088	)		(1,638	)		3,998			(15,483	)
Weighted average shares outstanding (basic)		25,775											25,775
Income/(loss) from continuing operations		0.01											(0.60	)
Weighted average shares outstanding (diluted)		26,174											25,775
Income/(loss) from continuing operations		0.01											(0.60	)

Cambrex Corporation
Consolidated Balance Sheet — Pro forma
As of September 30, 2006
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			September 30, 2006
Current assets
Cash and cash equivalents		34,458			—			(4,773	)		253,300	a.b.		282,985
Trade receivables, net		66,910			(35,794	)		(4,344	)		—			26,772
Inventories, net		110,840			(42,059	)		(14,251	)		—			54,530
Prepaid expenses and other current assets		16,750			(2,952	)		(705	)		—			13,093
Total current assets		228,958			(80,805	)		(24,073	)		253,300			377,380
Property, plant and equipment, net		239,812			(83,706	)		(27,947	)		—			128,159
Goodwill		96,695			(66,113	)		—			—			30,582
Other intangibles, net		50,232			(49,136	)		—			—			1,096
Other assets		6,414			(1,733	)		—			—			4,681
Total assets		622,111			(281,493	)		(52,020	)		253,300			541,898
Current liabilities
Accounts payable		36,617			(12,663	)		(5,312	)		710	c.		19,352
Accrued liabilities and other current liabilities		57,680			(18,102	)		(2,860	)		(387	)b.		36,331
Total current liabilities		94,297			(30,765	)		(8,172	)		323			55,683
Long-term debt		181,723			(3,625	)		—			(178,098	)b.		—
Deferred tax liabilities		29,131			(622	)		—			—			28,509
Other non-current liabilities		63,978			(4,771	)		(8,574	)		1,366	c.		51,999
Total liabilities		369,129			(39,783	)		(16,746	)		(176,409	)		136,191
Common stock		2,920			—			—			—			2,920
Additional paid in capital		221,233			—			—			—			221,233
Retained earnings		55,030			—			—			155,684	d.		210,714
Invested Equity		—			(242,393	)		(31,632	)		274,025			—
Treasury stock		(20,873	)		—			—			—			(20,873	)
Accumulated other comprehensive loss		(5,328	)		683	f.		(3,642	)e.		—			(8,287	)
Stockholders’ equity		252,982			(241,710	)		(35,274	)		429,709			405,707
Total liabilities and stockholders’ equity		622,111			(281,493	)		(52,020	)		253,300			541,898

a.	Reflects proceeds to be received at the closing of the sale of the Bio Companies Business of $460,000 reduced by approximately $31,000 of costs ($20,000 for Change in Control costs associated with certain senior executives, $5,000 for investment banker fees, $4,000 of legal and accounting fees, $1,000 of employee retention bonuses and $1,000 for taxes on the gain on sale associated with the disposition of the Bio Companies Business), as well as $800 of transaction costs associated with the disposition of the Cork and Landen Subsidiaries.
b.	The net proceeds are further reduced by the assumed repayment of all outstanding debt of $178,485 partially offset by $4,138 of cash retained by Cambrex in the disposition of the Cork and Landen Subsidiaries.
c.	Reflects a legal liability of Landen retained by Cambrex in the disposition of the Cork and Landen Subsidiaries.
d.	Reflects the estimated gain on the sale of the Bio Companies Business of approximately $186,000 offset by the estimated loss on the disposition of the Cork and Landen Subsidiaries of $30,000. The estimated tax provision on the pre-tax gain on the Bio Companies Business reflects the utilization of a substantial portion of Cambrex’s available domestic net operating loss and foreign tax credit carryforwards. The estimate is dependent on, among other things, a final allocation of sales proceeds among domestic and foreign components of the Bio Companies Business, which cannot be determined with certainty at this time. The finalization of the allocation of sales proceeds and other estimates could result in different tax consequences.
e.	Cork’s additional minimum pension liability transferred to the buyer of the Cork and Landen Subsidiaries (ICIG) ($2,856) and cumulative translation adjustment (“CTA”) recorded on the Cork and Landen Subsidiaries’ books of ($-6,498).
f.	The Bio Companies’ additional minimum pension liability transferred to Lonza ($2,469) partially offset by CTA recorded on the Bio Companies books of ($-1,786).
g.	Reflects corporate allocations originally charged to the Bio Companies and the Cork and Landen Subsidiaries that would remain an expense of Cambrex upon divestiture.
h.	For the year ended December 31, 2005 and the nine months ended September 30, 2006 and 2005, interest expense has been eliminated as if all debt had been repaid upon receipt of the Bio Companies’ proceeds at the beginning of the period. For 2004 and 2003, interest expense has been eliminated from continuing operations and allocated to discontinued operations based upon: (1) debt required to be repaid upon consummation of the sale of the Bio Companies Business pursuant to the Stock Purchase Agreement and (2) an allocation based upon pro-rata net assets consistent with EITF 87-24 “Allocation of Interest to Discontinued Operations.”
i.	For the years ended December 31, 2005, 2004 and 2003, reflects principally foreign and state income taxes directly related to the Bio Companies. For the nine months ended September 30, 2006 and 2005, the pro forma tax provision adjustment also reflects a tax benefit for domestic losses in pro forma continuing operations to the extent of the tax provision on the Bio Companies domestic pre-tax income reclassified to discontinued operations.