<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 March 31, 1996
---------------
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)
<TABLE>
<S> <C>
DELAWARE 22-2476135
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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 ISSUER
As of May 1, 1996, there were 7,726,321 shares outstanding of the
registrant's Common Stock, $.10 par value.
Page 1 of 15
<PAGE> 2
CAMBREX CORPORATION AND SUBSIDIARIES
Form 10-Q
For The Quarter Ended March 31, 1996
Table of Contents
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I Financial information
Condensed consolidated balance sheets as of
March 31, 1996 and December 31, 1995 3
Condensed consolidated income statements
for the three months ended March 31, 1996 and 1995 4
Condensed consolidated statements of
cash flows for the three months ended
March 31, 1996 and 1995 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>
March 31, December 31,
1996 1995
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . $ 1,024 $ 4,841
Trade and other receivables, less allowances
for doubtful accounts of $1,585 and $1,261
at respective dates . . . . . . . . . . . . . . . . . . 65,788 58,337
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . 73,049 71,234
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . 4,544 4,544
Other current assets . . . . . . . . . . . . . . . . . . . . 3,091 5,178
------- ------
Total current assets . . . . . . . . . . . . . . . . . . 147,496 144,134
Property, plant and equipment, net . . . . . . . . . . . . . . . 208,014 205,683
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . 51,604 51,665
Other noncurrent assets . . . . . . . . . . . . . . . . . . . . . 1,106 1,071
------- -------
Total assets . . . . . . . . . . . . . . . . . . . . . . $408,220 $402,553
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities . . . . . . . . . . $ 59,456 $ 62,444
Income taxes payable . . . . . . . . . . . . . . . . . . . . 5,029 3,012
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . 4,457 4,705
Current portion of long-term debt . . . . . . . . . . . . . . 3,109 4,108
------- -------
Total current liabilities . . . . . . . . . . . . . . . 72,051 74,269
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . 95,165 99,643
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . 19,417 19,400
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . 23,182 19,757
------- -------
Total liabilities . . . . . . . . . . . . . . . . . . . 209,815 213,069
------- -------
Stockholders' equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . 842 818
Additional paid-in capital . . . . . . . . . . . . . . . . . 145,724 142,453
Retained earnings . . . . . . . . . . . . . . . . . . . . . . 60,132 54,316
Additional minimum pension liability . . . . . . . . . . . . (750) (750)
Treasury stock, at cost; 727,138 and 715,447
shares at respective dates . . . . . . . . . . . . . . . . (9,909) (9,160)
Shares held in trust . . . . . . . . . . . . . . . . . . . . (3,681) 0
Cumulative translation adjustment . . . . . . . . . . . . . . 6,047 1,807
-------- --------
Total stockholders' equity . . . . . . . . . . . . . . . 198,405 189,484
-------- --------
Total liabilities and stockholders' equity . . . . . . . $408,220 $402,553
======== ========
</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
March 31,
---------------------
1996 1995
---- ----
<S> <C> <C>
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 93,925 $ 93,389
Operating expenses:
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . 67,459 68,904
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,892 12,167
Research and development . . . . . . . . . . . . . . . . . . . . . . . 2,150 1,842
------- -------
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . 82,501 82,913
------- -------
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,424 10,476
Other (income) expenses:
Interest expense - net . . . . . . . . . . . . . . . . . . . . . . . . 1,792 3,443
Other - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 (170)
------- -------
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . 9,534 7,203
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . 3,337 2,809
------- -------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,197 $ 4,394
======= =======
Weighted average shares outstanding:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,877 5,792
Fully diluted . . . . . . . . . . . . . . . . . . . . . . . . . . 7,887 5,839
Net income per share:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.79 $ 0.76
======= =======
Fully diluted . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.79 $ 0.75
======= =======
</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>
Three months ended
March 31,
----------------------
1996 1995
------- -------
<S> <C> <C>
Cash flows from operations . . . . . . . . . . . . . . . . . . . . . . . . 12,998 $ 10,791
Changes in assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,323) (6,608)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,620) (2,625)
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . 2,073 1,124
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . (3,075) 637
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . 2,036 2,714
Other noncurrent assets and liabilities . . . . . . . . . . . . . . . . (330) (2,113)
------- -------
Net cash provided from operations . . . . . . . . . . . . . . . . 4,759 3,920
------- -------
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . (7,450) (8,131)
Other investing activities . . . . . . . . . . . . . . . . . . . . . . (833) 0
------- -------
Net cash (used in) investing activities . . . . . . . . . . . . . (8,283) (8,131)
------- ------
Cash flows from financing activities:
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (381) (271)
Net decrease in short-term debt . . . . . . . . . . . . . . . . . . . . (326) (144)
Long-term debt activity (including current portion):
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,300 16,625
Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,828) (9,700)
Proceeds from the issuance of common stock . . . . . . . . . . . . . . 2,179 1,017
Proceeds from the sale of treasury stock . . . . . . . . . . . . . . . 367 343
------- -------
Net cash (used in) provided from financing activities . . . . . . (3,689) 7,870
------- -------
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . 3,396 665
------- -------
Net (decrease) increase in cash . . . . . . . . . . . . . . . . . . . . . . (3,817) 4,324
Cash at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . 4,841 9,087
------- -------
Cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,024 $ 13,411
======= =======
Supplemental disclosure:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,035 $ 3,535
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 368 $ 19
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,420 $ 5,211
Non-cash financing activities:
Liabilities established in connection with exercise
of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,681
</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, 1995.
The results of operations for the three months ended March 31, 1996
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 March 31, 1996 and December 31, 1995 consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------- ----------
<S> <C> <C>
Finished goods . . . . . . . . . . . . . $ 30,672 $ 30,409
Work in process . . . . . . . . . . . . 19,505 19,093
Raw materials . . . . . . . . . . . . . 16,828 15,931
Fuel oil and supplies . . . . . . . . . 6,044 5,801
------- -------
$ 73,049 $ 71,234
======= =======
</TABLE>
(3) Earnings Per Common Share
Earnings per share of common stock are computed on the basis of the
weighted average shares of common stock outstanding plus common equivalent
shares arising from the effect of dilutive stock options, using the treasury
stock method. Under the assumption that the July 24, 1995 public offering of
1,725,000 shares, the proceeds of which were used to reduce the Company's
outstanding debt, had occurred on January 1, 1995, the pro forma earnings per
share for the first quarter of 1995 would have been $0.70.
- 6 -
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4) Future Impact of Recently Issued Accounting Pronouncements
Statement of Financial Accounting Standard No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
requires that long-lived assets and certain indentifiable intangibles to be
held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The Company adopted this standard in 1996, with no material
impact on the result of operations.
Statement of Financial Accounting Standard No. 123 "Accounting for
Stock Based Compensation" establishes financial accounting and reporting
standards for stock-based employee compensation plans. The Company is required
to adopt this standard in 1996. However, no stock options were granted during
the first quarter of 1996. The Company has elected the disclosure only option
available under this pronouncement.
5) Short-term Debt
Short-term debt at March 31, 1996 and December 31, 1995 consists of
the following:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
<S> <C> <C>
Export financing facility, Italy . . . . . . . . . . . . . $ 3,510 $ 3,645
Overdraft protection . . . . . . . . . . . . . . . . . . . 947 1,060
------ ------
Total $ 4,457 $ 4,705
====== ======
</TABLE>
6) Long-term Debt
Long-term debt at March 31, 1996 and December 31, 1995 consists of the
following:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
<S> <C> <C>
Bank credit facilities . . . . . . . . . . . . . . . . . $ 97,000 $ 102,500
Capital lease . . . . . . . . . . . . . . . . . . . . . 23 25
Notes payable . . . . . . . . . . . . . . . . . . . . . 1,251 1,226
------- -------
Subtotal . . . . . . . . . . . . . . . . . . . 98,274 103,751
Less: current portion . . . . . . . . . . . . . . . . . 3,109 4,108
------- -------
Total . . . . . . . . . . . . . . . . . . . . $ 95,165 $ 99,643
======= =======
</TABLE>
The Company met all the bank covenants for the first quarter of 1996.
- 7 -
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(7) Shares Held in Trust
In 1995, the Company amended its non-qualified deferred compensation
plan to permit plan participants to defer receipt of Company stock which would
otherwise have been issued to the participants upon the exercise of Company
stock options. Such shares are held in trust and thus are included as a
reduction of equity. The Company has established a corresponding liability to
the plan participants in the amount of $3,681 which is included in other
noncurrent liabilities at March 31, 1996.
(8) Contingencies
Refer to Form 10-K for the fiscal year ended December 31, 1995, 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 first quarter of 1996 were better than the first quarter of 1995
due to the growth in the pharmaceutical intermediates and performance enhancers
sales categories, and to higher operating margins, reduced interest expenses
and a lower effective tax rate.
The following table shows the gross revenues of the Company's five product
categories, in dollars and as a percentage of the Company's total gross
revenues, the net revenues and gross profit for the first quarter 1996 and
1995.
<TABLE>
<CAPTION>
First Quarter Ended March 31,
---------------------------------------------------
1996 1995
------------------- --------------------
$ % $ %
---- --- ---- ---
<S> <C> <C> <C> <C>
Pharmaceutical bulk actives . . . . . . . . . . . $ 27,840 28.8% $ 28,987 30.2%
Pharmaceutical intermediates . . . . . . . . . . 19,470 20.1 17,222 17.9
Organic intermediates . . . . . . . . . . . . . . 17,689 18.3 18,706 19.5
Performance enhancers . . . . . . . . . . . . . 19,447 20.1 18,420 19.2
Polymer systems . . . . . . . . . . . . . . . . . 12,271 12.7 12,743 13.2
------ ---- ------ ----
Total gross revenues . . . . . . . . . . . $ 96,717 100.0% $ 96,078 100.0%
====== ====== ====== ======
Total net revenues . . . . . . . . . . . . $ 93,925 $ 93,389
====== ======
Total gross profit . . . . . . . . . . . . $ 26,466 $ 24,485
====== ======
</TABLE>
The following table shows the gross revenues and gross profit of the Company's
five product categories, and gross profit as a percentage of each product
category, for the first quarter 1996.
<TABLE>
<CAPTION>
Gross Gross Gross
Revenues Profit $ Profit %
-------- -------- --------
<S> <C> <C> <C>
Pharmaceutical bulk actives . . . . . . . . . . . $ 27,840 $ 10,124 36.4%
Pharmaceutical intermediates . . . . . . . . . . 19,470 3,985 20.5
Organic intermediates . . . . . . . . . . . . . . 17,689 2,996 16.9
Performance enhancers . . . . . . . . . . . . . . 19,447 6,136 31.6
Polymer systems . . . . . . . . . . . . . . . . . 12,271 3,225 26.3
------ ------ ----
Total . . . . . . . . . . . . . . . . . . . $ 96,717 $ 26,466 27.4%
====== ====== ====
</TABLE>
Gross revenues in the first quarter 1996 increased to $96,717 compared to
$96,078 in the first quarter 1995, with product growth in the pharmaceutical
intermediates and performance enhancers categories.
- 9 -
<PAGE> 10
Pharmaceutical bulk actives of $27,840 were $1,147 below the first quarter 1995
due to lower sales of 5-ASA (down $1 million), which is a gastro-intestinal
bulk active. The primary customer had over inventoried this product in the
fourth quarter 1995 and did not begin taking shipments in 1996 until March.
Pharmaceutical intermediates of $19,470 were $2,248 above the first quarter
1995. An increase in cyclohexenylethlamine sales, which included shipments to
a new customer in Asia, was offset by the loss of the PMPA business. Both of
these products are sold for use in cough suppressants. The Company does not
expect to regain the PMPA business, but has already started to fill this
production capacity with other products. Increases also occurred in the
cosmetic business due to new customers in Europe as well as increased shipments
to current U.S. customers; and in sales of several pharmaceutical actives with
a key increase in mandelic acid (used in the manufacture of an antidepressant
drug).
Organic intermediates of $17,689 were $1,017 below the first quarter 1995 due
to lower sales of 3-Nitro (down $2.6 million), a poultry feed additive. This
decrease was due to equipment downtime, other products being made in this
facility. The shortfall is expected to be made up in the remainder of the
year. The crop protection portion of this sales category increased due to the
renegotiation of the 2-cyanopyridine contract. The terms of this contract call
for product to be shipped and billed as produced, helping to reduce
inventories, and for increased pricing. This resulted in $3.0 million
additional sales of inventoried product, that otherwise would have been shipped
in future quarters.
Performance enhancers of $19,447 were $1,027 (6%) above the first quarter 1995.
Key increases occurred in photographic and specialty additives. EMA, a polymer
used in instant film, increased due to the customer's additional inventory
requirements. Specialty additives increased due to sales of pyridine
derivatives, castor based products and 2 phenylbenzimide (used in film
processing).
Polymer systems of $12,271 were $472 lower than the first quarter 1995 due to
changes in the telecommunications business. The Buffer Tube business was
restructured due to the continually falling prices for fiber optic cable. A
new, lower cost gel was developed that will sell at competitive prices. Most
customers have switched to this new product. Encapsulants declined due to the
loss of a customer and reduced offtake to other customers due to the recent
inclement weather. However, encapsulant interest has been strengthening in
both South America and Asia. The Engineering plastics were above 1995 with
demand continuing to match the Company's capacity to produce. The biomedicals
increase was due to new business in Europe and the U.S.
Export sales from U.S. businesses increased to $12,130 in the first quarter
1996, from $7,564 in 1995. International sales, from our European operations,
totaled $41,431 as compared with $41,769 in 1995.
Total gross profit of $26,466 increased by $1,981, or 8%, from 1995, due to the
higher gross margin percentage (as a percentage of net revenues) which
increased to 28% from 26% in 1995. The gross margin improvement was due to
production efficiencies, such as bringing in work that was previously tolled
externally, decreased raw material costs, and improved product mix. This
increase occurred even with the poor weather conditions which caused
unscheduled downtime.
- 10 -
<PAGE> 11
Selling, general and administrative expenses as a percentage of net revenues
was 16%, up from 15% in the first quarter 1995. The first quarter 1996 expense
of $15,042 was $1,033 (7%) above 1995. This increase was due to the start of
the Oxford Asymmetry research contract, and added administrative and
amortization costs in Europe.
Net interest expense of $1,792 reflected a decrease of $1,651 from 1995. This
decline was due to the proceeds of the equity offering which took place in the
third quarter of 1995 and additional cash flow from operations used to pay down
outstanding loans. The average interest rate was 7.3% in the first quarter
1996 vs. 7.7% in 1995.
The provision for income taxes for the first quarter resulted in an effective
rate of 35% versus 39% in the comparable period in 1995. This was due to
improved management of foreign taxes including utilization of all available
foreign tax credits.
The Company's first quarter net income increased 41% to $6,197 compared with a
net income of $4,394 in 1995.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flow from operations was $4,759 for the first three months of 1996
compared with $3,920 in 1995. Increases in net income and current tax
liability were offset by significantly reduced payables/accruals.
Capital expenditures were $7,450 in the first three months of 1996 as compared
to $8,131 in the first three months of 1995. The largest expenditure in 1996
was for the purchase of an office building in Italy.
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 $70,765 under the
Credit Agreement as of March 31, 1996, 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 first quarter 1996, the Company paid cash dividends of $0.05 per
share.
The Company uses foreign currency forward exchange contracts to reduce the
effect of short-term foreign exchange rate movements on the Company's operating
results. The notional amount of these contracts is $42,010 which the Company
estimates to be approximately 58% of the foreign currency exposure during the
period covered resulting in a deferred currency gain of $1,984 at March 31,
1996. An additional 8% of the foreign currency exposure is protected through
export financing.
- 11 -
<PAGE> 12
PART II - OTHER INFORMATION
CAMBREX CORPORATION AND SUBSIDIARIES
Item 4. Matters Submitted to a Vote of Securities Holders.
At the annual meeting of stockholders held on April 25, 1996, Francis
X. Dwyer, James A. Mack and Dean P. Phypers were elected to hold office
as directors of the Company until the 1999 annual meeting of
stockholders.
The stockholders ratified the approval of the 1996 Performance Stock
Option Plan and awards thereunder. Of the 7,219,658 shares represented
at the meeting, 5,325,912 votes were cast in favor of the ratification,
1,471,447 votes were cast against, and 6,395 abstained.
In addition, the stockholders ratified the appointment of Coopers &
Lybrand L.L.P. as the Company's independent accountants for 1996. Of
the 7,219,658 shares represented at the meeting, 7,050,714 votes were
cast in favor of the ratification of the appointment of Coopers &
Lybrand L.L.P. as auditors, 13,246 votes were cast against, and 2,910
abstained.
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>
- 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: May 10, 1996
- 13 -
<PAGE> 14
EXHIBIT INDEX
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
<PAGE> 1
EXHIBIT 11
CAMBREX CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------------------
1996 1995
---- ----
<S> <C> <C>
Income applicable to common shares:
Primary earnings . . . . . . . . . . . . . . $ 6,197 $ 4,394
====== ======
Fully diluted earnings . . . . . . . . . . . $ 6,197 $ 4,394
====== ======
Weighted average number of common
shares and common share equivalents
outstanding during the period:
Common Stock . . . . . . . . . . . . . . 7,657 5,416
Stock Options . . . . . . . . . . . . . 220 376
----- -----
Shares outstanding - primary . . . . . . . . 7,877 5,792
Additional stock options . . . . . . . . 10 47
----- -----
Shares outstanding - fully diluted . . . . . 7,887 5,839
===== =====
</TABLE>
- 14 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,024
<SECURITIES> 0
<RECEIVABLES> 61,115
<ALLOWANCES> 1,585
<INVENTORY> 73,049
<CURRENT-ASSETS> 147,496
<PP&E> 301,209
<DEPRECIATION> 93,195
<TOTAL-ASSETS> 408,220
<CURRENT-LIABILITIES> 72,051
<BONDS> 95,165
0
0
<COMMON> 842
<OTHER-SE> 197,563
<TOTAL-LIABILITY-AND-EQUITY> 408,220
<SALES> 93,925
<TOTAL-REVENUES> 93,925
<CGS> 67,459
<TOTAL-COSTS> 67,459
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,893
<INCOME-PRETAX> 9,534
<INCOME-TAX> 3,337
<INCOME-CONTINUING> 6,197
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,197
<EPS-PRIMARY> 0.79
<EPS-DILUTED> 0.79
</TABLE>
