<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from __________ to __________.
Commission File No.: 3-37791
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
CAMBREX CORPORATION SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
the plan and the address of its principal executive office:
CAMBREX CORPORATION
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NEW JERSEY 07073
<PAGE> 2
REQUIRED INFORMATION
(A) FINANCIAL STATEMENTS FOR THE PLAN
Independent auditors' report
Statement of Net Assets available for Plan Benefits at December 31, 1995
Statement of Net Assets available for Plan Benefits at December 31, 1994
Statement of Changes in Net Assets available for Plan Benefits for the
year ended December 31, 1995.
Statement of Changes in Net Assets available for Plan Benefits for the
year ended December 31, 1994
Notes to financial statements
Schedule 1 - Schedule of Assets Held for Investment Purposes
Schedule 2 - Schedule of 5% Reportable Transactions
-2-
<PAGE> 3
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Administration Committee of the Plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Cambrex Corporation Savings Plan
Date April 24 , 1997 /s/ Peter Tracey
------------------------ ------------------------
Peter tracey;
Member
Administration Committee
-3-
<PAGE> 4
CAMBREX CORPORATIONS SAVINGS PLAN
Financial Statements
For the years ended December 31, 1995 and 1994
<PAGE> 5
CAMBREX CORPORATION SAVINGS PLAN
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits With Fund Information
as of December 31, 1995 2
Statement of Net Assets Available for Plan Benefits With Fund Information
as of December 31, 1994 3
Statement of Changes in Net Assets Available for Plan Benefits
With Fund Information for the year ended December 31, 1995 4
Statement of Changes in Net Assets Available for Plan Benefits
With Fund Information for the year ended December 31, 1994 5
Notes to Financial Statements 6-11
Supplemental Schedules:
Schedule 1 - Item 27(a) - Schedule of Assets Held for Investment Purposes 12
Schedule 2 - Item 27(d) - Schedule of 5% Reportable Transactions 13
</TABLE>
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
-----------
To the Board of Directors of
Cambrex Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of The Cambrex Corporation Savings Plan ("the Plan") as of December
31, 1995 and 1994, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1995 and 1994, and the changes in net assets available for
plan benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
held for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Security Act of 1974. The Fund Information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 28, 1996
<PAGE> 7
CAMBREX CORPORATION SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits With Fund Information
As of December 31, 1995
<TABLE>
<CAPTION>
Fidelity Investments
--------------------------------------------
Travelers Cambrex Cambrex
Total Funds G.I.C. Stock-ER Stock-EE
----------- --------- -------- --------
<S> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments $38,754,239 1,529,680 11,789,375 3,526,277
Other:
Employee Loans receivable 1,241,953
---------- --------- ---------- ---------
39,996,192 1,529,680 11,789,375 3,526,277
Liabilities:
Employee excess contributions payable 3,384 1,227
---------- --------- ---------- ---------
Net assets available for plan benefits $39,992,808 1,529,680 11,789,375 3,525,050
---------- --------- ---------- ---------
Number of units outstanding 1,529,680 415,898 124,337
Net asset value per unit $1.00 $28.35 $28.35
</TABLE>
<TABLE>
<CAPTION>
Fidelity Investments
--------------------------------------------------------------------------------
Growth Asset Gov't Short &
Magellan & Income Manager Money Mkt Interm Gov't Loans
-------- -------- ------- --------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments 5,740,681 7,980,187 4,462,748 3,245,103 480,188
Other:
Employee Loans receivable 1,241,953
--------- --------- --------- --------- ------- ---------
5,740,681 7,980,187 4,462,748 3,245,103 480,188 1,241,953
Liabilities:
Employee excess contributions payable 139 1,320 656 42
--------- --------- --------- --------- ------- ---------
Net assets available for plan benefits 5,740,542 7,978,867 4,462,092 3,245,061 480,188 1,241,953
--------- --------- --------- --------- ------- ---------
Number of units outstanding 66,768 295,016 281,561 3,245,103 49,864
------ ------- ------- --------- ------
Net asset value per unit $85.98 $27.05 $15.85 $1.00 $9.63
------ ------ ------ ----- -----
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<PAGE> 8
CAMBREX CORPORATION SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits With Fund Information
As of December 31, 1994
<TABLE>
<CAPTION>
Fidelity Investments
-----------------------------------------------------------
Travelers Cambrex Cambrex
Total Funds G.I.C. Stock-ER Stock-EE Magellan
----------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments $29,168,170 2,736,244 7,414,245 2,859,281 3,355,797
Other:
Employee Loans receivable 1,008,305
---------- --------- --------- --------- ---------
30,176,475 2,736,244 7,414,245 2,859,281 3,355,797
Liabilities:
Employee excess contributions payable 8,541 221 6,592 458
---------- --------- --------- --------- ---------
Net assets available for plan benefits $30,167,934 2,736,023 7,414,245 2,852,689 3,355,339
----------- --------- --------- --------- ---------
Number of units outstanding 2,736,244 413,056 159,285 50,236
--------- ------- ------- ------
Net asset value per unit $1.00 $17.95 $17.95 $66.80
----- ------ ------ ------
</TABLE>
<TABLE>
<CAPTION>
Fidelity Investments
----------------------------------------------------------------------------
Growth Asset Gov't Short &
& Income Manager Money Mkt Interm Gov't Loans
---------- --------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments
Participation in Fidelity Investments 5,371,077 4,279,032 2,737,452 415,042
Other:
Employee Loans receivable 1,008,305
--------- --------- --------- ------- ---------
5,371,077 4,279,032 2,737,452 415,042 1,008,305
Liabilities:
Employee excess contributions payable 158 394 718
--------- --------- --------- ------- ---------
Net assets available for plan benefits 5,370,919 4,278,638 2,736,734 415,042 1,008,305
--------- --------- --------- ------- ---------
Number of units outstanding 254,674 309,402 2,737,452 45,212
------- ------- --------- ------
Net asset value per unit $21.09 $13.83 $1.00 $9.18
------ ------ ----- -----
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<PAGE> 9
CAMBREX CORPORATION SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Fidelity Investments
-----------------------------------------------------------
Travelers Cambrex Cambrex
Total Funds G.I.C. Stock-ER Stock-EE Magellan
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $2,766,215 402,806 645,778
Rollovers 121,137 70,589 28,832
Employer 1,440,771 1,440,771
----------- --------- --------- --------- ---------
Total Contributions 4,328,123 1,440,771 473,395 674,610
Net Appreciation (Depreciation) in
the fair value of Investments 8,893,030 4,276,669 1,491,042 930,962
Interest & Dividends 1,142,356 100,722 325,482
Loan Interest 70,921 4,458 6,032 9,807
Loan issuances (45,333) (76,909) (136,026)
Loan repayments 34,079 44,547 63,092
Forfeiture usage (6,194) (1,353) (2,055) (63)
Transfer among funds (889,630) (10,308) 62,807 860,161
----------- --------- --------- --------- ---------
TOTAL ADDITIONS 14,428,236 (835,594) 5,743,614 2,000,914 2,728,025
----------- --------- --------- --------- ---------
DEDUCTIONS:
Participants' withdrawals (4,603,362) (370,749) (1,368,484) (1,328,553) (342,822)
----------- --------- --------- --------- ---------
NET ADDITIONS 9,824,874 (1,206,343) 4,375,130 672,361 2,385,203
Net assets available for plan benefits
at beginning of year 30,167,934 2,736,023 7,414,245 2,852,689 3,355,339
----------- --------- --------- --------- ---------
Net assets available for plan benefits
at end of year $39,992,808 1,529,680 11,789,375 3,525,050 5,740,542
=========== ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Investments
---------------------------------------------------------------------------
Growth Asset Gov't Short &
& Income Manager Money Mkt Interm Gov't Loans
-------- ------- --------- ------------ -------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee
Rollovers
Employer 724,709 450,205 500,446 42,271
Total Contributions 18,791 2,925
---------- ------- ------- ------- -------
Net Appreciation (Depreciation) in 743,500 453,130 500,446 42,271
the fair value of Investments
Interest & Dividends
Loan Interest 1,602,444 570,979 20,934
382,482 130,292 172,117 31,261
Loan issuances 18,434 11,772 19,364 1,054
Loan repayments
Forfeiture usage (209,522) (93,214) (131,560) (9,936) 702,500
Transfer among funds 130,230 54,750 84,255 8,114 (419,067)
(1,506) (826) (391)
TOTAL ADDITIONS 460,404 (568,055) 107,758 (23,137)
---------- ------- ------- ------- -------
DEDUCTIONS: 3,126,466 558,828 751,989 70,561 283,433
---------- ------- ------- ------- -------
Participants' withdrawals
NET ADDITIONS (518,518) (375,374) (243,662) (5,415) (49,785)
---------- ------- ------- ------- -------
Net assets available for plan benefits 2,607,948 183,454 508,327 65,146 233,648
at beginning of year
Net assets available for plan benefits 5,370,919 4,278,638 2,736,734 415,042 1,008,305
at end of year
---------- ------- ------- ------- -------
7,978,867 4,462,092 3,245,061 480,188 1,241,953
========== ======= ======= ======= =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
<PAGE> 10
CAMBREX CORPORATION SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Fidelity Investments
-------------------------------------------------------------------
Travelers Cambrex Cambrex
Total Funds G.I.C. Stock-ER Stock-EE Magellan
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $2,682,289 279,891 571,918
Rollovers 453,068 88,008 146,652
Employer 1,444,290 1,444,290
----------- ----------- ----------- ----------- -----------
Total Contributions 4,579,647 1,444,290 367,899 718,570
Net Appreciation (Depreciation) in
the fair value of Investments 1,103,449 1,502,072 584,680 (186,808)
Interest & Dividends 974,984 153,462 423 158 123,702
Loan Interest 61,064 8,968 2,711 8,299
Loan issuances (93,511) (33,371) (86,643)
Loan repayments 42,478 12,755 30,846
Forfeiture usage 3,390 (223) 6,315 32 (1,138)
(318,866) (79,152) 43,252 281,951
----------- ----------- ----------- ----------- -----------
Transfer among funds
TOTAL ADDITIONS 6,722,534 (259,138) 2,925,394 978,116 888,779
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Participants' withdrawals (3,023,995) (553,315) (452,827) (200,392) (294,491)
----------- ----------- ----------- ----------- -----------
NET ADDITIONS 3,698,539 (812,453) 2,472,567 777,724 594,288
Net assets available for plan benefits
at beginning of year 26,469,395 3,548,476 4,941,678 2,074,965 2,761,051
----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits
at end of year $30,167,934 2,736,023 7,414,245 2,852,689 3,355,339
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Investments
------------------------------------------------------------------------------------
Growth Asset Gov't Short &
& Income Manager Money Mkt Interm Gov't Loans
----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee 691,902 534,750 543,833 59,995
Rollovers 79,285 92,107 47,016
Employer
----------- ----------- ----------- ----------- -----------
Total Contributions 771,187 626,857 590,849 59,995
Net Appreciation (Depreciation) in
the fair value of Investments (273,106) (487,792) 2 (35,599)
Interest & Dividends 388,850 174,904 102,894 30,591
Loan Interest 13,795 11,926 13,603 1,762
Loan issuances (143,007) (70,659) (121,050) (4,759) 553,000
Loan repayments 68,037 53,781 74,514 6,744 (289,155)
Forfeiture usage (1,244) (352)
Transfer among funds (118,630) (497,083) 850,339 (161,811)
----------- ----------- ----------- ----------- -----------
TOTAL ADDITIONS 705,882 (188,418) 1,511,151 (103,077) 263,845
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Participants' withdrawals (413,894) (419,302) (653,717) (4,277) (31,780)
----------- ----------- ----------- ----------- -----------
NET ADDITIONS 291,988 (607,720) 857,434 (107,354) 232,065
Net assets available for plan benefits
at beginning of year 5,078,931 4,886,358 1,879,300 522,396 776,240
----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits
at end of year 5,370,919 4,278,638 2,736,734 415,042 1,008,305
----------- ----------- ----------- ----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
<PAGE> 11
CAMBREX CORPORATION SAVINGS PLAN
Notes to the Financial Statements
(1) DESCRIPTION OF PLAN
The following brief description of the Cambrex Corporation Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more complete
information.
(A) GENERAL
The Plan is a defined contribution plan to provide all eligible
employees of Cambrex Corporation (the "Company") and its
subsidiaries a vehicle to accumulate savings.
The Travelers Fixed Income G.I.C. fund was frozen on December 31,
1992 and is being liquidated over a 5 year period (See Note 4).
(B) ELIGIBILITY FOR PARTICIPATION
Each employee who was a participant in a previous plan shall
continue as a participant under the provisions of the Plan as of
the Effective Date. All other employees, unless covered under a
collective bargaining agreement which does not permit
participation in the Plan or is a temporary or part-time employee
scheduled to work less than 20 hours per week, are eligible to
participate in the Plan on the first of the month following
completion of thirty consecutive days of service.
(C) CONTRIBUTIONS
A participant may elect to make, through payroll deduction,
contributions in whole percentages of at least 1%, and not more
than 12% of his compensation on a before-tax or after-tax basis.
Participant contributions may not exceed the legal limit. The
Company matches 100% of the employee's contribution based on the
first 3% of his compensation; 50% of the contribution based on the
succeeding 3%; and no match with respect to contributions in
excess of 6%. All Company matching is made in Company stock.
During 1995 and 1994, the Company match was made in treasury
shares. Active participants who are covered by a collective
bargaining agreement to which the Company is a party are not
entitled to matching employer contributions unless the collective
bargaining agreement specifically provides otherwise.
(D) VESTING
A participant's interest in the employee contributions to the Plan
shall always be fully and immediately vested. A participant
interest in matching employer contributions shall be vested at a
rate of twenty percent (20%) for each year of service completed.
If not already fully vested under the preceding basis, a
participant shall be 100% vested in his matching employer
contributions upon normal retirement date, permanent disability,
or death. At the time of termination, any unvested employer
contributions are applied to a forfeiture account within the Plan.
These forfeited Company contributions are accumulated in a
forfeiture account until a sufficient balance is available to
reduce subsequent Company contributions. Forfeitures for 1995 and
1994 were $123,646 and $58,876, respectively. Cumulative unused
balances in the forfeiture accounts amounted to $341,482 and
$127,772 at December 31, 1995 and 1994, respectively.
6
<PAGE> 12
CAMBREX CORPORATION SAVINGS PLAN
Notes to the Financial Statements, Continued
(1) DESCRIPTION OF PLAN: CONTINUED
(E) WITHDRAWALS DURING EMPLOYMENT
A contributing participant may make withdrawals from the vested
portion of his after-tax account balance prior to his termination
of employment by filing a written request with the Plan
Administration Committee. Pre-tax contributions are available only
as provided by IRS regulation.
(F) DISTRIBUTION OF BENEFITS OTHER THAN WITHDRAWALS
A participant, upon termination of employment for reasons other
than retirement, death or disability, shall receive all vested
amounts in his account balances in all investment funds in the form
of a lump sum payment, in quarterly installments for not less than
five (5) years, or an annuity contract. Provided the vested amount
for distribution is in excess of $3,500, such participant must
elect to receive a distribution of benefit prior to the first
anniversary of his severance date or at age 65.
(G) DEATH, DISABILITY OR RETIREMENT
If a participant's termination of employment is due to death,
disability or retirement, all amounts credited to his account are
payable in one lump sum to him or his designated beneficiary.
(H) LOANS
The Loan Fund consists of loans to participants which are subject
to certain restrictions. The amounts borrowed are transferred from
the Funds on a proportional basis. On a monthly basis, repayments
of principal and interest are transferred to the investment funds.
The interest rate on loans at December 31, 1995 and 1994 were 9.25%
and 8.25%, respectively. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA) as
updated from time to time.
(I) PLAN TERMINATION
Although the Company has not expressed any intention to do so, the
Company has the right under the Plan to temporarily or permanently
discontinue its employer contributions to the Plan or to terminate
or partially terminate the Plan at any time subject to the
provisions set forth by ERISA.
In the event of, and upon, the Company's termination or partial
termination of the Plan or complete discontinuance of
contributions, the interest in the portion of each participant's
account balance attributable to employer contributions shall
become fully vested.
Unless the Company's Board of Directors deems otherwise,
termination of the Plan shall not accelerate any such payments for
the benefit of the participants or their beneficiaries, but the
assets shall continue to be held for distribution and application
in the manner prescribed by the Board.
7
<PAGE> 13
CAMBREX CORPORATION SAVINGS PLAN
Notes to the Financial Statements, Continued
(2) SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared on the accrual
basis of accounting.
(A) NET APPRECIATION (DEPRECIATION)
The Plan presents in the "Statement of Changes in Net Assets" the
net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
(B) PLAN EXPENSES
Expenses of the Plan consist of fees charged by the Trustee and
miscellaneous administrative costs. All administrative expenses
incurred by the Plan are paid by the Company.
(C) CONTRIBUTIONS
Contributions to the Plan are recognized when authorized by the
Plan sponsor.
(D) FEDERAL INCOME TAXES
The Internal Revenue Service issued it's latest determination
letter on December 5, 1994, which stated that the Plan and its
underlying trust qualify under the applicable provisions of the
Internal Revenue Code and, therefore, are exempt from Federal
income taxes. Although the Plan has been amended since receiving
the determination letter, the Plan administrator believes that the
Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in
the Plan's financial statements.
(E) CONCENTRATIONS OF CREDIT RISK
The Plan's investments are self-directed by the participants in a
Trust managed by Fidelity Investments with the exception of the
Cambrex Stock Fund, which is both participant and non-participant
directed. As of December 31, 1995 and 1994, respectively, Plan
investments are allocated as follows: 39% and 35% of the
investments are in the Cambrex Corporation Common Stock Fund, 21%
and 18% in the Growth and Income Fund, 12% and 15% in the Asset
Manager Fund, 15% and 12% in the Magellan Fund, 8% and 9% in the
Government Money Market Fund, 4% and 9% in the Travelers Life
Insurance Guaranteed Investment Contracts, and 1% and 2% in the
Short & Intermediate Government Fund, respectively.
As of December 31, 1995 and 1994, a portion of the Plan's assets
were invested in Guaranteed Investment Contracts ("GICs"). The
risk associated with GICs and their realizable value is dependent
upon the financial stability of the issuing entity and its ability
to fulfill the terms of the contracts.
As of December 31, 1995, the concentration in the Cambrex
Corporation Common Stock Fund was $15.3 million or 39% of the
Plan. A significant portion ($3.5 million or 9%) of the Plan's
assets were invested at the direction of the Plan participants in
the Cambrex Corporation Common Stock Fund. The balance of this
fund ($11.8 million or 30%) is attributable to employer matching
contributions made solely in company stock. This fund bears the
risk associated with a single stock investment.
8
<PAGE> 14
CAMBREX CORPORATION SAVINGS PLAN
Notes to the Financial Statements, Continued
(2) SIGNIFICANT ACCOUNTING POLICIES: CONTINUED
Funds offered within the Plan are diversified, allowing employees to
self-direct participation on a broad range of Funds being offered.
Employer matching contributions are made directly into the Cambrex
Corporation Common Stock fund and cannot be transferred by
participants until reaching age 55, as provided under Plan provisions.
(F) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
signifiicant estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
(G) RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination
of stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' account
balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net
assets available for plan benefits.
(3) INVESTMENT IN FIDELITY INVESTMENTS
The assets of the Plan are invested by the participants in several
funds held by Fidelity Investments. The funds currently available to
participants are: Fidelity Growth & Income Portfolio, Fidelity Asset
Manager, Fidelity Government Money Market Portfolio, Fidelity Magellan
Fund, Fidelity Short & Intermediate Government Portfolio, and the
Cambrex Stock Fund. Fidelity Growth & Income Portfolio seeks long
term growth and a reasonable level of current income by investing in
companies which offer growth potential while paying current dividends.
Fidelity Asset Manager seeks high total return and reduced risk over
the long term by allocating its assets among stocks, bonds, and
short-term fixed income instruments. Fidelity Government Money Market
Portfolio seeks as high a level of current income as is consistent
with the preservation of capital and liquidity by investing in
obligations issued or guaranteed by the U.S. government, its agencies
or instrumentality's. Fidelity Magellan Fund is a large, diversified
portfolio of common stocks and convertible securities seeking
long-term growth of capital. Fidelity Institutional Short &
Intermediate Government Portfolio seeks to provide a high level of
current income in a manner consistent with preserving principal by
exclusively investing in obligations issued or guaranteed by the U.S.
government, its agencies or instrumentality's.
9
<PAGE> 15
CAMBREX CORPORATION SAVINGS PLAN
Notes to the Financial Statements, Continued
(3) INVESTMENT IN FIDELITY INVESTMENTS: CONTINUED
The number of participants in each fund as of December 31, 1995 and
1994 were:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Fidelity Growth & Income Portfolio 536 517
Fidelity Asset Manager 387 439
Fidelity Government Money Market Portfolio 310 362
Fidelity Magellan Fund 458 386
Fidelity Short & Intermediate Government Portfolio 73 75
Cambrex Stock Fund 746 747
Travelers' GIC Fund 231 316
</TABLE>
Calculations of the portion of the total fund to be allocated to the
Plan have been made by Fidelity Investments (the "Trustee"). The
assets held by each fund are described in the prospectus of the fund
which are available to the Plan participants. Each fund offers
different investment opportunities from assets consisting of cash and
short-term investments, corporate bonds, common stocks, preferred
stocks, and government securities. Securities traded on a national
securities exchange are valued at the last reported sales price of the
day. Securities traded on the over-the-counter market are valued at
the last reported bid price. Purchase and sale of securities are
reflected on a trade date basis with the gain or loss recognized on
the sale of securities being based on the average cost. Each fund has
its own investment managers who exercise discretionary authority
concerning investment vehicles within the fund.
The net investment gain includes interest and dividend income, net
gains or losses realized upon disposition of investments at fair
value, and net unrealized appreciation or depreciation of investments.
Investment income and gains and losses have been allocated daily at
Fidelity in proportion to the market values of the respective plans',
adjusted for contributions and distributions.
(4) INVESTMENT IN TRAVELERS FIXED INCOME G.I.C.
The investment in The Travelers' Guaranteed Investment Contract is
valued at the contract rate plus accrued interest. As of December 31,
1992, the Company has discontinued to offer the Travelers Fixed Income
G.I.C. as an investment alternative. As part of the discontinuance
provisions of the contract, a minimum of 20% per year is to be
transferred out of the Travelers G.I.C. and is available for
investment into the funds based upon the employees current election
options. The first transfer was made on March 1, 1993. In 1995, 46%
of the fund balance has been transferred out either through
participant transfers or distributions.
The Plan adopted the provisions of the American Institute of Certified
Public Accountants Statement of Position 94-4 "Reporting of Investment
Contracts by Health and Welfare Benefit Plans and Defined Contribution
Plans" ("SOP 94-4") effective January 1, 1995. SOP 94-4 requires that
fully benefit-responsive contracts be reported at contract value. The
fixed income account represents an investment in a guaranteed
investment contract which is considered fully benefit-responsive, as
defined by SOP 94-4. The average yield on these investments was 4.78%
and 4.93% for the year ended December 31, 1995 and 1994, respectively.
The crediting interest rate was 4.75% and 4.95% as of December 31,
1995 and 1994, respectively.
10
<PAGE> 16
CAMBREX CORPORATION SAVINGS PLAN
Notes to the Financial Statements, Continued
(5) RELATED PARTY TRANSACTIONS
The Cambrex Stock Fund invests solely in Cambrex Corporation common
stock and maintains 3-4% liquidity. Employee contributions are used to
buy units in the fund. The employer matching contribution is made in
stock issued by Cambrex at the average of the high & low trading price
on the day of contribution. All other transactions of Cambrex
Corporation common shares are traded on the AMEX. Withdrawal from the
Cambrex Stock Fund for transfer to another investment fund is
restricted to the employee contributions, dividends and appreciation
thereon. These Plan transactions are permitted under the Plan
provisions and are specifically exempt from any ERISA "Party in
Interest" regulations.
11
<PAGE> 17
Schedule 1
CAMBREX CORPORATION SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Assets/Investment Units Cost Fair Value
- -------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Investments Managed By Fidelity Investments:
Travelers GIC Fund 1,529,680 $ 1,529,680 $ 1,529,680
Cambrex Stock Fund 540,235 7,479,699 15,315,652
Fidelity Magellan Fund 66,768 5,054,450 5,740,681
Fidelity Growth & Income Portfolio 295,016 6,363,675 7,980,187
Fidelity Asset Manager 281,561 4,007,410 4,462,748
Fidelity Retirement Money Market Portfolio 3,245,103 3,245,103 3,245,103
Short-Intermediate Gevernment Portfolio 49,864 484,712 480,188
----------- -----------
$28,164,729 $38,754,239
Participant Loans (Lowest & Highest interest rates were 6.5% and 11.0%, respectively) 1,241,953
----------- -----------
$28,164,729 $39,996,192
=========== ===========
</TABLE>
12
<PAGE> 18
Schedule 2
CAMBREX CORPORATION SAVINGS PLAN
Item 27(d) - Schedule of 5% Reportable Transactions
December 31, 1995
<TABLE>
<CAPTION>
Acquisitions Dispositions
--------------------------- ----------------------------------------
Number of Number of Realized
Description of Assets/Investments Tranactions Cost Transactions Proceeds Gain/(Loss)
- --------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS MANAGED BY
FIDELITY INVESTMENTS:
Cambrex Stock Fund 190 2,595,419 138 3,322,356 2,141,931
Fidelity Magellan Fund 185 2,661,291 95 1,207,418 137,892
Fidelity Growth & Income Portfolio 176 2,397,312 102 1,390,998 148,811
Fidelity Asset Manager 172 1,165,944 119 1,553,360 54,008
Fidelity Retirement Money Market Portfolio 142 1,812,072 97 1,304,422
</TABLE>
13
<PAGE> 19
CAMBREX CORPORATION
PART III - NARRATIVE
The due date for the Cambrex Corporation Savings Plan Annual Report on Form
11-K coincides with the due date for the Cambrex Corporation's Annual Report on
Form 10-K. Therefore, additional time is required to prepare complete and
accurate financial statements for the savings plan, to conduct the related
audit, and to prepare Form 11-K.
