<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended June 30, 1995
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)
(201) 804-3000
(Registrant's telephone number, including area code)
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 twelve 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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 1, 1995, there were 7,606,404 shares outstanding of the
registrant's Common Stock, $.10 par value.
Page 1 of 16
<PAGE> 2
CAMBREX CORPORATION AND SUBSIDIARIES
Form 10-Q
For The Quarter Ended June 30, 1995
Table of Contents
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I Financial information
Condensed consolidated balance sheets as of
June 30, 1995 and December 31, 1994 3
Condensed consolidated income statements
for the three months and six months ended
June 30, 1995 and 1994 4
Condensed consolidated statements of
cash flows for the six months ended
June 30, 1995 and 1994 5
Notes to condensed consolidated financial
statements 6 - 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
Part II Other information
Item 4. Matters Submitted to a Vote of Securities
Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit 11 - Computation of Earnings Per Share 15
Exhibit 27 - Financial Data Schedule 16
</TABLE>
<PAGE> 3
Part 1 - FINANCIAL INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . $ 7,078 $ 9,087
Trade and other receivables, less allowances
for doubtful accounts of $1,786 and $1,288
at respective dates . . . . . . . . . . . . . . . . . . 60,439 52,854
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . 70,942 61,979
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . 1,183 1,089
Other current assets . . . . . . . . . . . . . . . . . . . . 8,404 5,689
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . 148,046 130,698
Property, plant and equipment, net . . . . . . . . . . . . . . . 181,959 172,282
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . 56,322 56,991
Other noncurrent assets . . . . . . . . . . . . . . . . . . . . . 681 506
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . $387,008 $360,477
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities . . . . . . . . . . $ 48,022 $ 48,402
Income taxes payable . . . . . . . . . . . . . . . . . . . . 6,215 5,982
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . 52,226 52,368
Current portion of long-term debt . . . . . . . . . . . . . . 4,108 4,021
-------- --------
Total current liabilities . . . . . . . . . . . . . . . 110,571 110,773
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . 128,159 115,975
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . 13,964 14,258
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . 18,242 17,505
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . 270,936 258,511
-------- --------
Stockholders' equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . 641 607
Additional paid-in capital . . . . . . . . . . . . . . . . . 76,354 73,673
Retained earnings . . . . . . . . . . . . . . . . . . . . . . 44,890 35,935
Treasury stock, at cost; 734,047 and 756,806
shares at respective dates . . . . . . . . . . . . . . . . (9,398) (9,690)
Cumulative translation adjustment . . . . . . . . . . . . . . 3,585 1,441
-------- --------
Total stockholders' equity . . . . . . . . . . . . . . . 116,072 101,966
-------- --------
Total liabilities and stockholders' equity . . . . . . .
$387,008 $360,477
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
- 3 -
<PAGE> 4
CAMBREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited)
(in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
----------------------- --------------------------
1995 1994 1995 1994
------- ------- -------- ---------
<S> <C> <C> <C> <C>
Net revenues . . . . . . . . . . . . . . . . . . $88,215 $58,224 $181,604 $109,271
Operating expenses:
Cost of goods sold . . . . . . . . . . . . . 63,134 43,631 132,038 83,275
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . 11,253 7,938 23,420 14,214
Research and development . . . . . . . . . . 1,904 1,188 3,746 2,401
------- ------- -------- --------
Total operating expenses . . . . . . . . . 76,291 52,757 159,204 99,890
------- ------- -------- --------
Operating profit . . . . . . . . . . . . . . . . 11,924 5,467 22,400 9,381
Other (income) expenses:
Interest expense - net . . . . . . . . . . . 3,288 670 6,731 1,033
Other - net . . . . . . . . . . . . . . . . . 568 (219) 398 (47)
------- ------- -------- --------
Income before income taxes . . . . . . . . . . . 8,068 5,016 15,271 8,395
Provision for income taxes . . . . . . . . . . .
2,961 1,636 5,770 2,887
------- ------- -------- --------
Net income . . . . . . . . . . . . . . . . . . $ 5,107 $ 3,380 $ 9,501 $ 5,508
======= ======= ======== ========
Weighted average shares outstanding:
Primary . . . . . . . . . . . . . . . . 5,863 5,648 5,831 5,643
Fully diluted . . . . . . . . . . . . . 5,865 5,648 5,848 5,643
Net income per share:
Primary . . . . . . . . . . . . . . . . $ 0.87 $ 0.60 $ 1.63 $ 0.98
======= ======= ======== ========
Fully diluted . . . . . . . . . . . . . $ 0.87 $ 0.60 $ 1.62 $ 0.98
======= ======= ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
- 4 -
<PAGE> 5
CAMBREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
--------------------------
1995 1994
-------- --------
<S> <C> <C>
Cash flows from operations . . . . . . . . . . . . . . . . . . . . . . . . $ 21,621 $ 13,057
Changes in assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,221) (3,561)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,600) (2,714)
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . (2,726) 203
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . (360) 623
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . 219 (206)
Other noncurrent assets and liabilities . . . . . . . . . . . . . . . . 553 2,121
-------- --------
Net cash provided from operations . . . . . . . . . . . . . . . . 3,486 9,523
-------- --------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . (19,998) (7,514)
Acquisition of businesses . . . . . . . . . . . . . . . . . . . . . . . - (11,840)
Other investing activities . . . . . . . . . . . . . . . . . . . . . . (2,235) -
-------- --------
Net cash (used in) investing activities . . . . . . . . . . . . . (22,233) (19,354)
-------- --------
Cash flows from financing activities:
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (546) (521)
Long-term debt activity (including current portion):
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,974 35,664
Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,820) (26,200)
Proceeds from the issuance of common stock . . . . . . . . . . . . . . 2,306 59
Proceeds from the sale of treasury stock . . . . . . . . . . . . . . . 700 716
-------- --------
Net cash provided from financing activities . . . . . . . . . . . 14,614 9,718
-------- --------
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . 2,124 -
-------- --------
Net increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,009) (113)
Cash at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . 9,087 161
-------- --------
Cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,078 $ 48
======== ========
Supplemental disclosure:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,283 $ 1,307
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,342 $ 2,289
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,498 $ 6,040
</TABLE>
See accompanying notes to condensed consolidated financial statements.
- 5 -
<PAGE> 6
CAMBREX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per-share amounts)
(1) Basis of Presentation
Unless otherwise indicated by the context, "Cambrex" or the "Company"
means Cambrex Corporation and subsidiaries.
The accompanying unaudited Condensed Consolidated Financial Statements
have been prepared from the records of the Company. In the opinion of
management, the financial statements include all adjustments, consisting of
only normal recurring accruals, necessary for a fair presentation of financial
position and results of operations in conformity with generally accepted
accounting principles. These interim financial statements should be read in
conjunction with the financial statements for the year ended December 31, 1994.
The results of operations for the six months ended June 30, 1995 are
not necessarily indicative of the results to be expected for the full year.
(2) Inventories
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market and include material, labor, and overhead.
Inventories at June 30, 1995 and December 31, 1994 consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Finished goods . . . . . . . . . . . . . $32,631 $31,473
Raw materials . . . . . . . . . . . . . 32,739 27,603
Fuel oil and supplies . . . . . . . . . 5,572 2,903
------- -------
$70,942 $61,979
======= =======
</TABLE>
(3) 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.
- 6 -
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4) Acquisitions
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, Profarmaco Nobel S.r.l. 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, the Company completed the acquisition 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 operations 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.
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
1994 are 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.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, 1994 June 30, 1994
------------------ ----------------
<S> <C> <C>
Net revenues . . . . . . . . . . $85,972 $164,767
Net income . . . . . . . . . . . 4,294 7,336
Earnings per share:
Primary . . . . . . . . . . 0.76 1.30
Fully diluted . . . . . . . 0.76 1.30
</TABLE>
- 7 -
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
5) Short-term Debt
Short-term debt at June 30, 1995 and December 31, 1994 consists of the
following:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
One year term loan . . . . . . . . . . . . . . . . . . . . $50,000 $50,000
Export financing facility, Italy . . . . . . . . . . . . . 2,226 2,368
------- -------
Total $52,226 $52,368
======= =======
</TABLE>
6) Long-term Debt
Long-term debt at June 30, 1995 and December 31, 1994 consists of the
following:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Bank credit facilities . . . . . . . . . . . . . . . . . $130,943 $118,648
Capital lease . . . . . . . . . . . . . . . . . . . . . 41 57
Notes payable . . . . . . . . . . . . . . . . . . . . . 1,283 1,291
-------- --------
Subtotal . . . . . . . . . . . . . . . . . . . 132,267 119,996
Less: current portion . . . . . . . . . . . . . . . . . 4,108 4,021
-------- --------
Total . . . . . . . . . . . . . . . . . . . .
$128,159 $115,975
======== ========
</TABLE>
The Company met all the bank covenants for the first six months of
1995.
7) Postemployment Benefits
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 and first six months
of 1995 pretax operating results was immaterial.
(8) Contingencies
Refer to Form 10-K for the fiscal year ended December 31, 1994, for
disclosure of existing contingencies related to environmental issues.
- 8 -
<PAGE> 9
CAMBREX CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
RESULTS OF OPERATIONS
Results in the second quarter of 1995 were significantly better than the second
quarter of 1994 due to the Nobel/Profarmaco acquisition completed in October
1994, and to the improvements in the base business. The impact of these is
shown in the table below:
Second Quarter 1995 Results
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------------------------------------
Nobel/ Base
Total Profarmaco Business
1995 1995 1995 1994
------- ---------- -------- -------
<S> <C> <C> <C> <C>
Net revenues . . . . . . . . . . . . . . $88,215 $27,793 $60,422 $58,224
------- ------- ------- -------
Operating expenses
Cost of goods sold . . . . . . . . . . 63,134 18,871 44,263 43,631
Selling, general and
administrative . . . . . . . . . . 11,253 2,980 8,273 7,938
Research and development . . . . . . . 1,904 744 1,160 1,188
------- ------- ------- -------
Total operating expenses . . . . . . . . 76,291 22,595 53,696 52,757
------- ------- ------- -------
Operating profit . . . . . . . . . . . . 11,924 5,198 6,726 5,467
Other (income) expenses:
Interest income . . . . . . . . . . . (194) (174) (20) -
Interest expense . . . . . . . . . . . 3,482 2,747 735 670
Other - net . . . . . . . . . . . . . 568 515 53 (219)
------- ------- ------- -------
Income before income taxes . . . . . . . 8,068 2,110 5,958 5,016
Provision for income taxes . . . . . . . 2,961 805 2,156 1,636
------- ------- ------- -------
Net income . . . . . . . . . . . . . . . 5,107 1,305 3,802 3,380
======= ======= ======= =======
</TABLE>
Net revenues for the second quarter 1995 increased 52% to $88,215 from $58,224
reported in the second quarter 1994. The $29,991 increase was primarily due to
the acquisitions of Nobel Chemicals in Sweden and Profarmaco in Italy, and to
increased sales in the health and pharmaceuticals, and specialty and fine
chemicals categories of the base business. The table below shows the
contribution of the Nobel/Profarmaco acquisition to the product categories and
changes in the base business.
- 9 -
<PAGE> 10
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------------------------------------
Nobel/ Base
Total Profarmaco Business
1995 1995 1995 1994
------- ---------- -------- -------
<S> <C> <C> <C> <C>
Health & pharmaceuticals . . . . . . . $40,950 $25,402 $15,548 $14,372
Specialty & fine chemicals . . . . . . 21,896 2,637 19,259 16,603
Agricultural intermediates &
additives . . . . . . . . . . . . . 15,296 399 14,897 16,745
Performance chemicals . . . . . . . . 8,621 - 8,621 8,147
Coatings . . . . . . . . . . . . . . . 4,235 - 4,235 4,975
------- ------- ------- -------
Total gross revenues . . . . . . $90,998 $28,438 $62,560 $60,842
======= ======= ======= =======
Total net revenues . . . . . . . $88,215 $27,793 $60,422 $58,224
======= ======= ======= =======
</TABLE>
Health and Pharmaceuticals' revenues increased $26,578 with Nobel and
Profarmaco contributing sales of $25,402. Revenues from the base business
increased $1,176 (8%) mainly due to increased sales of two intermediates used
for dextromethorphan, an over-the-counter cough suppressant, and from bulk
Vitamin B3 and its intermediates. These increases more than offset the $1,400
lost sales from the hydrogels and Wickhen cosmetic lines which were divested
late in 1994.
Specialty and Fine Chemicals' revenues increased $5,293 (32%) over 1994. The
acquisition of Nobel Chemicals accounted for $2,637 of this increase. Revenues
from the base business increased $2,656 (16%) from second quarter 1994. This
was due to an increase in several fine chemical products including sales of
cross-linking agents to improve the performance of polycarbonate resins, a
product used as a polymer antioxidant, and pyridine derivatives used in various
fine chemical intermediates.
Agricultural Intermediates and Additives' revenues decreased $1,449 (9%) from
1994's second quarter. The decrease was mainly due to reduced shipments of
animal feed additives used to improve weight gain and fight disease in poultry.
The reduction in shipments was due to (1) high 1994 shipments to compensate for
first quarter 1994 downtime associated with installing a new filter system and
(2) fewer orders in 1995 due to the customer's inventory levels. This decrease
was partially offset by increased sales of pyridine and its derivatives used in
herbicides.
Performance Chemicals' revenues increased $474 (6%) from 1994. The key
increases were in the fiber optic gel and biomedical applications.
Coatings' revenues decreased $740 (15%) from 1994. Decreases occurred in all
products in this category.
Export Sales from the U.S. were $13,886 in the second quarter 1995 versus
$10,709 in the second quarter 1994 mainly due to the increased shipments of
pyridine derivatives. International sales from all European operations totaled
$34,533 versus $3,964 in the second quarter 1994 due to the acquisition of
Nobel/Profarmaco in October 1994.
- 10 -
<PAGE> 11
Gross profit in the second quarter 1995 of $25,081 (28.4%) compared to $14,593
(25.1%) in the second quarter 1994. The acquisition of Nobel/Profarmaco
contributed $8,922 to the increased gross profit. The base business had an
increase of $1,566. The gross profit percentage of the base business increased
to 26.8% versus 25.1% in 1994. The key to the improved gross margin was
improved pricing. This improvement was partially offset by increased raw
material costs.
Raw materials used in pyridine products decreased in price in the second
quarter 1995 versus the first quarter 1995 but remain above the second quarter
1994 levels.
Selling, general and administrative expenses as a percentage of net revenues
was 14.9% versus 15.7% in the second quarter 1994. The marketing and
administrative expenses as a percentage of net revenues decreased particularly
in our agricultural intermediates and additives and performance chemicals
business areas due to continued effects of cost improvements. These decreases
were partially offset by increases in administrative expenses associated with
the acquisition of Nobel/Profarmaco.
Net interest expense of $3,288 in the second quarter 1995 increased $2,618 over
1994. This increase was due to the additional borrowings for acquisitions and
an increase in the interest rate of approximately 2%.
The provision for income taxes for the second quarter 1995 resulted in an
effective tax rate of 37% vs. 33% in 1994. This increase was due to higher
effective tax rates attributable to the Company's Profarmaco operation in Italy
and to a favorable adjustment of $250,000 made in the second quarter of 1994
in order to reflect the correct 1994 tax rate.
The Company's net income increased 51% to $5,107 compared with a net income of
$3,380 in the second quarter 1994.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flow from operations was $3,486 for the first six months 1995 compared
with $9,523 in 1994. The decrease in cash flow is primarily due to increases
in accounts receivable and inventories, partially offset by increased net
income, depreciation and amortization.
Capital expenditures were $19,998 in the first six months 1995 as compared to
$7,514 in the first six months 1994. The largest expenditures were for (1)
continued construction of a new facility at the Salsbury site in Charles City,
Iowa to increase production levels for several products; and (2) a facility at
Nobel Chemicals in Karlskoga, Sweden to increase capacity for pharmaceutical
intermediates. Capital expenditures are in line with the projected spending in
1995 of $35,000.
- 11 -
<PAGE> 12
The Company has undrawn borrowing capacity of approximately $42,000 under the
Credit Agreement as of June 30, 1995, 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
anticipated financing and capital requirements.
During the second quarter 1995, the Company paid cash dividends of $0.05 per
share.
SUBSEQUENT EVENT:
On July 24, 1995, the Company completed a public offering of 1,725,000 shares @
$38.75 per share. The net proceeds received of $63,497 will be used to pay
short-term indebtedness of $50,000 and $13,497 in long-term indebtedness.
- 12 -
<PAGE> 13
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
Item 4. Matters Submitted to a Vote of Securities Holders.
Refer to Form 10-Q for the quarterly period ended March 31, 1995.
Item 6. Exhibits and Reports on Form 8-K
a) The exhibits filed as part of this report are listed below.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
11 Statement of computation of per share earnings.
27 Financial Data Schedule.
</TABLE>
- 13 -
<PAGE> 14
SIGNATURES
Pursuant to the requirements 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/ Peter Tracey
--------------------------------
Peter Tracey
Vice President
(On behalf of the Registrant and
as the Registrant's Principal
Financial Officer)
Date: August 11,1995
- 14 -
<PAGE> 15
EXHIBIT INDEX
-------------
Exhibit
No. Description
------- -----------
11 Statement of computation of per share earnings.
27 Financial Data Schedule.
<PAGE> 1
EXHIBIT 11
CAMBREX CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(in thousands)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
---------------------- -----------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income applicable to common shares:
Primary earnings . . . . . . . . . . . . . . $5,107 $3,380 $9,501 $5,508
====== ====== ====== ======
Fully diluted earnings . . . . . . . . . . . $5,107 $3,380 $9,501 $5,508
====== ====== ====== ======
Weighted average number of common
shares and common share equivalents
outstanding during the period:
Common Stock . . . . . . . . . . . . . . 5,541 5,229 5,479 5,219
Stock Options . . . . . . . . . . . . . 322 419 352 424
------ ------ ------ ------
Shares outstanding - primary . . . . . . . . 5,863 5,648 5,831 5,643
Additional stock options . . . . . . . . 2 - 17 -
------ ------ ------ ------
Shares outstanding - fully diluted . . . . . 5,865 5,648 5,848 5,643
====== ====== ====== ======
</TABLE>
- 15 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 7,078
<SECURITIES> 0
<RECEIVABLES> 56,759
<ALLOWANCES> 1,786
<INVENTORY> 70,942
<CURRENT-ASSETS> 148,046
<PP&E> 261,578
<DEPRECIATION> 79,619
<TOTAL-ASSETS> 387,008
<CURRENT-LIABILITIES> 110,571
<BONDS> 128,159
<COMMON> 641
0
0
<OTHER-SE> 115,431
<TOTAL-LIABILITY-AND-EQUITY> 387,008
<SALES> 181,604
<TOTAL-REVENUES> 181,604
<CGS> 132,038
<TOTAL-COSTS> 132,038
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,908
<INCOME-PRETAX> 15,271
<INCOME-TAX> 5,770
<INCOME-CONTINUING> 9,501
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,501
<EPS-PRIMARY> 1.63
<EPS-DILUTED> 1.62
</TABLE>
