CAMBREX CORP
10-Q, 1995-11-14
CHEMICALS & ALLIED PRODUCTS
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<PAGE>   1
                                                                       CONFORMED

                       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 September 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 November 1, 1995, there were 7,442,816 shares outstanding of the
registrant's Common Stock, $.10 par value.


<PAGE>   2

                      CAMBREX CORPORATION AND SUBSIDIARIES

                                   Form 10-Q

                    For The Quarter Ended September 30, 1995

                               Table of Contents


<TABLE>
<CAPTION>
                                                                         Page No.
                                                                         --------
<S>                                                                      <C>
Part I           Financial information                                   
                                                                         
                 Condensed consolidated balance sheets as of             
                 September 30, 1995 and December 31, 1994                   3
                                                                         
                 Condensed consolidated income statements                
                 for the three months and nine months ended              
                 September 30, 1995 and 1994                                4
                                                                         
                 Condensed consolidated statements of                    
                 cash flows for the nine months ended                    
                 September 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 - 11
                                                                         
Part II  Other information                                               
                                                                         
                 Item 4.  Matters Submitted to a Vote of Securities      
                          Holders                                           12
                                                                         
                 Item 6.  Exhibits and Reports on Form 8-K                  12
                                                                         
Signatures                                                                  13
                                                                         
Exhibit 11 - Computation of Earnings Per Share                              14
                                                                         
Exhibit 27 - Financial Data Schedule                                        15
</TABLE>                                                              
<PAGE>   3
                         Part 1 - FINANCIAL INFORMATION

                      CAMBREX CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                             September 30,        December 31,
                                                                 1995                1994
                                                               --------            --------
<S>                                                          <C>                  <C>
ASSETS
Current assets:
    Cash and cash equivalents . . . . . . . . . . . . .        $  7,154            $  9,087
    Trade and other receivables, less allowances
         for doubtful accounts of $1,700 and $1,288
         at respective dates  . . . . . . . . . . . . .          57,929              52,854
Inventories   . . . . . . . . . . . . . . . . . . . . .          73,908              61,979
    Deferred tax asset  . . . . . . . . . . . . . . . .           1,183               1,089
    Other current assets  . . . . . . . . . . . . . . .           5,232               5,689
                                                               --------            --------

         Total current assets . . . . . . . . . . . . .         145,406             130,698

Property, plant and equipment, net  . . . . . . . . . .         190,283             172,282
Intangible assets, net  . . . . . . . . . . . . . . . .          55,969              56,991
Other noncurrent assets . . . . . . . . . . . . . . . .             986                 506
                                                               --------            --------

         Total assets . . . . . . . . . . . . . . . . .        $392,644            $360,477
                                                               ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued liabilities  . . . . .        $ 51,924            $ 48,402
    Income taxes payable  . . . . . . . . . . . . . . .           5,417               5,982
    Short-term debt . . . . . . . . . . . . . . . . . .           3,479              52,368
    Current portion of long-term debt . . . . . . . . .           4,110               4,021
                                                               --------            --------

         Total current liabilities  . . . . . . . . . .          64,930             110,773

Long-term debt  . . . . . . . . . . . . . . . . . . . .         111,517             115,975
Deferred taxes  . . . . . . . . . . . . . . . . . . . .          13,893              14,258
Other noncurrent liabilities  . . . . . . . . . . . . .          18,996              17,505
                                                               --------            --------

         Total liabilities  . . . . . . . . . . . . . .         209,336             258,511
                                                               --------            --------

Stockholders' equity:
    Common stock  . . . . . . . . . . . . . . . . . . .             815                 607
    Additional paid-in capital  . . . . . . . . . . . .         140,209              73,673
    Retained earnings . . . . . . . . . . . . . . . . .          49,525              35,935
    Treasury stock, at cost; 724,764 and 756,806
       shares at respective dates . . . . . . . . . . .         (9,280)             (9,690)
    Cumulative translation adjustment . . . . . . . . .           2,039               1,441
                                                               --------            --------

         Total stockholders' equity . . . . . . . . . .         183,308             101,966
                                                               --------            --------
         Total liabilities and stockholders' equity . . 
                                                               $392,644            $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           Nine months ended
                                                          September 30,                September 30,
                                                      --------------------         ---------------------
                                                       1995          1994             1995        1994
                                                       ----          ----             ----        ----                  
<S>                                                   <C>         <C>               <C>          <C>
Net revenues  . . . . . . . . . . . . . . . . . .     $87,385      $57,608         $268,989     $166,879
                                                                
Operating expenses:                                             
    Cost of goods sold  . . . . . . . . . . . . .      62,337       44,343          194,375      127,618
    Selling, general and administrative                         
      expenses  . . . . . . . . . . . . . . . . .      11,757        7,559           35,177       21,773
    Research and development  . . . . . . . . . .       1,765        1,211            5,511        3,612
                                                      -------      -------         --------     --------
      Total operating expenses  . . . . . . . . .      75,859       53,113          235,063      153,003
                                                      -------      -------         --------     --------
                                                                
Operating profit  . . . . . . . . . . . . . . . .      11,526        4,495           33,926       13,876
                                                                
Other (income) expenses:                                        
    Interest expense - net  . . . . . . . . . . .       2,531          496            9,262        1,529
    Other - net . . . . . . . . . . . . . . . . .       1,185          121            1,583           74
                                                      -------      -------         --------     --------
                                                                
Income before income taxes  . . . . . . . . . . .       7,810        3,878           23,081       12,273
                                                                
Provision for income taxes  . . . . . . . . . . .               
                                                        2,804        1,438            8,574        4,325
                                                      -------      -------         --------     --------
                                                                
Net income    . . . . . . . . . . . . . . . . . .     $ 5,006      $ 2,440         $ 14,507     $  7,948
                                                      =======      =======         ========     ========

Weighted average shares outstanding:                            
                                                                
         Primary  . . . . . . . . . . . . . . . .       7,344        5,679            6,333        5,655
         Fully diluted  . . . . . . . . . . . . .       7,345        5,711            6,365        5,693
                                                                
Net income per share:                                           
                                                                
         Primary  . . . . . . . . . . . . . . . .     $  0.68      $  0.43         $   2.29     $   1.41
                                                      =======      =======         ========     ========
         Fully diluted  . . . . . . . . . . . . .     $  0.68      $  0.43         $   2.28     $   1.40
                                                      =======      =======         ========     ========
</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>
                                                                 Nine months ended
                                                                    September 30,
                                                                ---------------------
                                                                   1995        1994
                                                                ---------    --------
<S>                                                             <C>          <C>
Cash flows from operations  . . . . . . . . . . . . . . . . .   $  34,347    $ 17,849
Changes in assets and liabilities:
    Receivables . . . . . . . . . . . . . . . . . . . . . . .      (4,458)     (6,043)
    Inventories . . . . . . . . . . . . . . . . . . . . . . .     (10,570)      1,155
    Other current assets  . . . . . . . . . . . . . . . . . .          55         238
    Accounts payable and accrued liabilities  . . . . . . . .       3,665       4,091
    Income taxes payable  . . . . . . . . . . . . . . . . . .        (697)         71
    Other noncurrent assets and liabilities . . . . . . . . .        (290)      3,175
                                                                ---------    --------
         Net cash provided from operations  . . . . . . . . .      22,052      20,536
                                                                ---------    --------

Cash flows from investing activities:
    Capital expenditures  . . . . . . . . . . . . . . . . . .     (31,438)    (11,842)
    Acquisition of businesses . . . . . . . . . . . . . . . .           -     (11,840)
    Other investing activities  . . . . . . . . . . . . . . .      (2,018)          -
                                                                ---------    --------
         Net cash (used in) investing activities  . . . . . .     (33,456)    (23,682)
                                                                ---------    --------

Cash flows from financing activities:
    Dividends . . . . . . . . . . . . . . . . . . . . . . . .        (918)       (783)
    Increase in short-term debt . . . . . . . . . . . . . . .       1,111
    Long-term debt activity (including current portion):
         Borrowings . . . . . . . . . . . . . . . . . . . . .      60,209      44,714
         Repayments . . . . . . . . . . . . . . . . . . . . .    (114,601)    (42,679)
    Proceeds from the issuance of common stock  . . . . . . .      66,082         285
    Proceeds from the sale of treasury stock  . . . . . . . .       1,072       1,085
                                                                ---------    --------
         Net cash provided from financing activities  . . . .      12,955       2,622
                                                                ---------    --------

Effect of exchange rate changes on cash . . . . . . . . . . .      (3,484)        411
                                                                ---------    --------

Net increase in cash  . . . . . . . . . . . . . . . . . . . .      (1,933)       (113)

Cash at beginning of period . . . . . . . . . . . . . . . . .       9,087         161
                                                                ---------    --------

Cash at end of period . . . . . . . . . . . . . . . . . . . .   $   7,154    $     48
                                                                =========    ========

Supplemental disclosure:
    Interest paid . . . . . . . . . . . . . . . . . . . . . .   $  10,026    $  2,757
    Income taxes paid . . . . . . . . . . . . . . . . . . . .   $   5,205    $  3,038
    Depreciation expense  . . . . . . . . . . . . . . . . . .   $  15,973    $  9,300
</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 nine months ended September 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 September 30, 1995 and December 31, 1994 consist of the
following:

<TABLE>
<CAPTION>
                                                    September 30,    December 31,
                                                         1995            1994
                                                        -------        -------
         <S>                                            <C>            <C>
         Finished goods . . . . . . . . . . . . .       $29,972        $31,473
         Raw materials  . . . . . . . . . . . . .        38,374         27,603
         Fuel oil and supplies  . . . . . . . . .         5,562          2,903
                                                        -------        -------
                                                        $73,908        $61,979
                                                        =======        =======
</TABLE>

(3)      Earnings Per Common Share

         The calculation of primary and fully diluted 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       Nine months ended
                                             September 30, 1994       September 30, 1994
                                             ------------------       ------------------ 
         <S>                                    <C>                      <C>
         Net revenues . . . . . . . . . . .     $ 85,356                 $250,124
         Net income . . . . . . . . . . . .        3,354                   10,691
         Earnings per share:
              Primary . . . . . . . . . . .         0.59                     1.89
              Fully diluted . . . . . . . .         0.59                     1.88
</TABLE>





                                     - 7 -
<PAGE>   8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

5)       Short-term Debt

         Short-term debt at September 30, 1995 and December 31, 1994 consists
of the following:

<TABLE>
<CAPTION>
                                                           September 30,     December 31,
                                                               1995             1994
                                                               ----             ----
         <S>                                               <C>               <C>
         One year term loan . . . . . . . . . . . . . . .     $   -           $50,000
         Export financing facility, Italy . . . . . . . .      3,479            2,368
                                                              ------          -------
              Total                                           $3,479          $52,368
                                                              ======          =======
</TABLE>

6)       Long-term Debt

         Long-term debt at September 30, 1995 and December 31, 1994 consists of
the following:

<TABLE>
<CAPTION>
                                                           September 30,     December 31,
                                                               1995             1994
                                                               ----             ----
         <S>                                               <C>               <C>
         Bank credit facilities . . . . . . . . . . . . .   $114,385         $118,648
         Capital lease  . . . . . . . . . . . . . . . . .         31               57
         Notes payable  . . . . . . . . . . . . . . . . .      1,211            1,291
                                                            --------          -------
                   Subtotal . . . . . . . . . . . . . . .    115,627          119,996
         Less:  current portion . . . . . . . . . . . . .      4,110            4,021
                                                            --------          -------
                   Total  . . . . . . . . . . . . . . . .   $111,517         $115,975
                                                            ========          =======
</TABLE>                                                                     

   The Company met all the bank covenants for the first nine months of 1995.

7)       Stockholders' Equity

         On July 24, 1995, the Company completed a public offering of 1,725,000
shares of newly issued common stock at a price of $38.75 per share.  The total
proceeds to the Company, net of underwriting discounts and commissions,
amounted to $63,497.  Proceeds were used to reduce outstanding debt existing
under the Company's bank credit agreement.

 8)      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 nine months
of 1995 pretax operating results was immaterial.

9)       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 third quarter of 1995 were better than the third quarter of 1994
due to the Nobel/Profarmaco acquisition completed in October 1994, and to
improvements in the base business.  The impact of these is shown in the table
below:

                           Third Quarter 1995 Results
                                  (unaudited)

<TABLE>
<CAPTION>
                                                 Three Months Ended September 30,
                                            ----------------------------------------
                                                         Nobel/     Base
                                              Total   Profarmaco   Business
                                              1995       1995       1995       1994
                                              ----       ----       ----       ----
<S>                                         <C>        <C>        <C>        <C>
Net revenues  . . . . . . . . . . . . . .   $87,385    $29,774    $57,611    $57,608
                                            -------    -------    -------    -------
Operating expenses
   Cost of goods sold . . . . . . . . . .    62,337     19,364     42,973     44,343
   Selling, general and
      administrative  . . . . . . . . . .    11,757      3,417      8,340      7,559
   Research and development . . . . . . .     1,765        603      1,162      1,211

Total operating expenses  . . . . . . . .    75,859     23,384     52,475     53,113
                                            -------    -------    -------    -------

Operating profit  . . . . . . . . . . . .    11,526      6,390      5,136      4,495

Other (income) expenses:
   Interest income  . . . . . . . . . . .      (252)      (231)       (21)       (21)
   Interest expense . . . . . . . . . . .     2,783      1,921        862        517
   Other - net  . . . . . . . . . . . . .     1,185      1,123         62        121
                                            -------    -------    -------    -------
Income before income taxes  . . . . . . .     7,810      3,577      4,233      3,878

Provision for income taxes  . . . . . . .     2,804      1,287      1,517      1,438
                                            -------    -------    -------    -------

Net income  . . . . . . . . . . . . . . .   $ 5,006    $ 2,290    $ 2,716    $ 2,440
                                            =======    =======    =======    =======
</TABLE>

Net revenues for the third quarter 1995 increased 52% to $87,385 from $57,608
reported in the third quarter 1994.  The $29,777 increase was due to the
acquisitions of Nobel Chemicals AB in Sweden and Profarmaco S.r.l. in Italy.
The table below shows the contribution of the Nobel/Profarmaco acquisition to
the product categories and changes in the base business.  Increased base
business sales in health and pharmaceuticals offset the decrease in performance
chemicals of the base business.


                                     - 9 -
<PAGE>   10
<TABLE>
<CAPTION>
                                           Three Months Ended September 30,
                                       ----------------------------------------
                                                   Nobel/     Base
                                        Total   Profarmaco   Business
                                        1995       1995       1995        1994
                                        ----       ----       ----        ----
<S>                                    <C>      <C>          <C>        <C>
Health & pharmaceuticals  . . . . . .  $37,891    $21,328    $16,563    $15,167
Specialty & fine chemicals  . . . . .   26,377      8,873     17,504     17,607
Agricultural intermediates &
   additives  . . . . . . . . . . . .   13,819        288     13,531     13,593
Performance chemicals   . . . . . . .    7,770          -      7,770      8,523
Coatings  . . . . . . . . . . . . . .    4,281          -      4,281      4,450
                                       -------    -------    -------    -------

      Total gross revenues  . . . . .  $90,138    $30,489    $59,649    $59,340
                                       =======    =======    =======    =======
      Total net revenues  . . . . . .  $87,385    $29,774    $57,611    $57,608
                                       =======    =======    =======    =======
</TABLE>

Health and Pharmaceuticals' revenues increased $22,724 with Nobel and
Profarmaco contributing sales of $21,328.  Revenues from the base business
increased $1,396 (9%); allowing for the $1,200 in lost sales from the
divestures of the hydrogels and Wickhen cosmetic lines which occurred late in
1994, revenues would have increased by 17%.  The improvement was due to sales
increases in:  two intermediates used for dextromethorphan, an over-the-counter
cough suppressant; pyridine derivatives, used in the cosmetic and toiletry
industries; and bulk Vitamin B3 and its intermediates.

Specialty and Fine Chemicals' revenues increased $8,770 (50%) over 1994.  The
acquisition of Nobel Chemicals accounted for all of this increase.  In the base
business, lower sales of photographic products, catalysts and a product used as
an antioxidant for polymers were offset by increases in sales of another
product used as an antioxidant for polymers, a monomer for engineering plastics
and x-ray contrast drug intermediates.

Agricultural Intermediates and Additives' revenues increased $226 (2%) from
1994's third quarter.  The increase was mainly due to increased shipments of
pyridine derivatives used in herbicides.  Sales of animal feed additives
remained at 1994 levels.

Performance Chemicals' revenues decreased $753 (9%) from 1994.  The key
decreases were in encapsulants for the telephone industry and in fiber optic
gels.

Coatings' revenues decreased $169 (4%) from 1994.  Decreases occurred in our
castor based products.

Export Sales from the U.S. were $14,487 in the third quarter 1995 versus
$12,333 in the third quarter 1994.  Increases occurred at most of our U.S.
operating locations.  International sales from all European operations totaled
$35,756 versus $4,314 in the third quarter 1994 due to the acquisition of
Nobel/Profarmaco in October 1994.




                                     - 10 -
<PAGE>   11
Gross profit in the third quarter 1995 of $25,048 (28.7%) compared to $13,265
(23%) in the third quarter 1994, with the acquisition of Nobel/Profarmaco
contributing $10,410 to the increase, and the base business increasing by
$1,373.  The gross profit percentage of the base business increased to 25.4%
versus 23.0% in 1994.  The improved gross margin was due to pricing increases,
continued efforts to reduce costs, and an improved sales mix caused by
divesting low margin products.

Selling, general and administrative expenses as a percentage of net revenues
was 15.5% versus 15.2% in the third quarter 1994.  The marketing,
administrative, and research expenses as a percentage of net revenues decreased
but were offset by increased amortization costs associated with the acquisition
of Nobel/Profarmaco.

Net interest expense of $2,531 in the third quarter 1995 increased $2,035 over
1994.  This increase was due to the additional borrowings for acquisitions and
an increase in the interest rate of approximately 2-1/2%.

The provision for income taxes for the third quarter 1995 resulted in an
effective tax rate of 36% vs. 37% in 1994.  This decreased tax rate more
accurately reflects the updated estimate of the 1995 tax rate of 37%.

The Company's third quarter net income increased 105% to $5,006 compared with a
net income of $2,440 in the third quarter 1994.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow from operations was $22,052 for the first nine months of 1995
compared with $20,536 in 1994.  The significant increases in net income,
depreciation and amortization were partially offset by increases in
inventories.

Capital expenditures were $31,400 in the first nine months 1995 as compared to
$11,800 in the first nine 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) construction
of a facility at Nobel Chemicals in Karlskoga, Sweden to increase capacity for
pharmaceutical intermediates.

On July 24, 1995, the Company completed a public offering of 1,725,000 shares
of newly issued common stock at a price of $38.75 per share.  The total
proceeds to the Company, net of underwriting discounts and commissions,
amounted to $63,497.  Proceeds were used to reduce outstanding debt existing
under the Company's bank credit agreement.

The Company has undrawn borrowing capacity of approximately $71,000 under the
Credit Agreement as of September 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 third quarter 1995, the Company paid cash dividends of $0.05 per
share.


                                     - 11 -
<PAGE>   12
                          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>


         b)      The registrant filed the following reports on Form 8-K during
                 the third quarter of 1995.


<TABLE>
<CAPTION>
            Date of Report                  Description
            --------------                  -----------
                 <S>                  <C>
                 July 17, 1995        Amendment No. 2 to Form 8-K dated October 
                                      26, 1994.

                 July 17, 1995        Press release discussing the Company's 
                                      financial results for the second quarter 
                                      of 1995.
</TABLE>





                                     - 12 -
<PAGE>   13



                                   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:    November 13,1995
         ----------------





                                     - 13 -
<PAGE>   14
                                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     Nine months ended
                                                 September 30,          September 30,
                                              ------------------     -----------------
                                               1995         1994       1995      1994
                                               ----         ----       ----      ----
<S>                                           <C>          <C>       <C>        <C>
Income applicable to common shares:                      
                                                         
    Primary earnings  . . . . . . . . . . .   $5,006       $2,440    $14,507    $ 7,948
                                              ======       ======    =======    =======
                                                         
    Fully diluted earnings  . . . . . . . .   $5,006       $2,440    $14,507    $ 7,948
                                              ======       ======    =======    =======
                                                         
                                                         
Weighted average number of common                        
    shares and common share equivalents                  
    outstanding during the period:                       
                                                         
         Common Stock . . . . . . . . . . .    6,994        5,255      5,988      5,231
         Stock Options  . . . . . . . . . .      350          424        345        424
                                              ------       ------    -------    -------
    Shares outstanding - primary  . . . . .    7,344        5,679      6,333      5,655
                                                         
                                                         
         Additional stock options . . . . .        1           32         32         38
                                              ------       ------    -------    -------
                                                         
    Shares outstanding - fully diluted  . .    7,345        5,711      6,365      5,693
                                              ======       ======    =======    =======
</TABLE>                                                      


                                     - 14 -

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                           7,154
<SECURITIES>                                         0
<RECEIVABLES>                                   53,888
<ALLOWANCES>                                     1,700
<INVENTORY>                                     73,908
<CURRENT-ASSETS>                               145,406
<PP&E>                                         275,268
<DEPRECIATION>                                  84,985
<TOTAL-ASSETS>                                 392,644
<CURRENT-LIABILITIES>                           64,930
<BONDS>                                        111,517
<COMMON>                                           815
                                0
                                          0
<OTHER-SE>                                     182,493
<TOTAL-LIABILITY-AND-EQUITY>                   392,644
<SALES>                                        268,989
<TOTAL-REVENUES>                               268,989
<CGS>                                          194,375
<TOTAL-COSTS>                                  194,375
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,783
<INCOME-PRETAX>                                 23,081
<INCOME-TAX>                                     8,574
<INCOME-CONTINUING>                             14,507
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,507
<EPS-PRIMARY>                                     2.29
<EPS-DILUTED>                                     2.28
        


</TABLE>


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