-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Nz23CjvGZERpr45BDkWZps8CsTccpKU/YLyQxRW0ekxEpKCZehlTBj0YlsMTaenv QlY85WRaUYYgEi73jRDyaw== 0000950123-95-001447.txt : 19950516 0000950123-95-001447.hdr.sgml : 19950516 ACCESSION NUMBER: 0000950123-95-001447 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 95539739 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2018043000 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: E. RUTHERFORD STATE: NJ ZIP: 07073 10-Q 1 FORM 10-Q FOR PERIOD ENDED MARCH 31, 1995 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 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 May 1, 1995, there were 5,510,562 shares outstanding of the registrant's Common Stock, $.10 par value. Page 1 of 16 2 CAMBREX CORPORATION AND SUBSIDIARIES Form 10-Q For The Quarter Ended March 31, 1995 Table of Contents
Page No. -------- Part I Financial information Condensed consolidated balance sheets as of March 31, 1995 and December 31, 1994 3 Condensed consolidated income statements for the three months ended March 31, 1995 and 1994 4 Condensed consolidated statements of cash flows for the three months ended March 31, 1995 and 1994 5 Notes to condensed consolidated financial statements 6 - 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 12 Part II Other information Item 4. Matters Submitted to a Vote of Securities Holders 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 Exhibit 11 - Computation of Earnings Per Share 15 Exhibit 27 - Financial Data Schedule 16
3 Part 1 - FINANCIAL INFORMATION CAMBREX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands)
March 31, December 31, 1995 1994 --------- ------------ ASSETS Current assets: Cash and cash equivalents . . . . . . . . . . . . . $ 13,411 $ 9,087 Trade and other receivables, less allowances for doubtful accounts of $1,495 and $1,288 at respective dates . . . . . . . . . . . . . . 59,168 52,854 Inventories . . . . . . . . . . . . . . . . . . . . 64,302 61,979 Deferred tax asset . . . . . . . . . . . . . . . . 1,183 1,089 Other current assets . . . . . . . . . . . . . . . 4,461 5,689 --------- --------- Total current assets . . . . . . . . . . . . . . 142,525 130,698 Property, plant and equipment, net . . . . . . . . . 173,249 172,282 Intangible assets, net . . . . . . . . . . . . . . . 53,424 56,991 Other noncurrent assets . . . . . . . . . . . . . . . 724 506 --------- --------- Total assets . . . . . . . . . . . . . . . . . . $ 369,922 $ 360,477 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities . . . . . $ 48,759 $ 48,402 Income taxes payable . . . . . . . . . . . . . . . 5,432 5,982 Short-term debt . . . . . . . . . . . . . . . . . . 52,115 52,368 Current portion of long-term debt . . . . . . . . . 4,101 4,021 --------- --------- Total current liabilities . . . . . . . . . . . 110,407 110,773 Long-term debt . . . . . . . . . . . . . . . . . . . 122,759 115,975 Deferred taxes . . . . . . . . . . . . . . . . . . . 13,987 14,258 Other noncurrent liabilities . . . . . . . . . . . . 17,998 17,505 --------- --------- Total liabilities . . . . . . . . . . . . . . . 265,151 258,511 --------- --------- Stockholders' equity: Common stock . . . . . . . . . . . . . . . . . . . 623 607 Additional paid-in capital . . . . . . . . . . . . 74,862 73,673 Retained earnings . . . . . . . . . . . . . . . . . 40,058 35,935 Treasury stock, at cost; 744,735 and 756,806 shares at respective dates . . . . . . . . . . . (9,535) (9,690) Cumulative translation adjustment . . . . . . . . . (1,237) 1,441 --------- --------- Total stockholders' equity . . . . . . . . . . . 104,771 101,966 --------- --------- Total liabilities and stockholders' equity . . . $ 369,922 $ 360,477 ========= =========
See accompanying notes to condensed consolidated financial statements. - 3 - 4 CAMBREX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED INCOME STATEMENTS (unaudited) (in thousands, except per-share amounts)
Three months ended March 31, -------------------------- 1995 1994 ---- ---- Net revenues . . . . . . . . . . . . . . . . . . $ 93,389 $ 51,047 Operating expenses: Cost of goods sold . . . . . . . . . . . . . . 68,904 39,644 Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . 12,167 6,276 Research and development . . . . . . . . . . . 1,842 1,213 --------- --------- Total operating expenses . . . . . . . . . . 82,913 47,133 --------- --------- Operating profit . . . . . . . . . . . . . . . . 10,476 3,914 Other (income) expenses: Interest expense - net . . . . . . . . . . . . 3,443 363 Other - net . . . . . . . . . . . . . . . . . . (170) 172 --------- --------- Income before income taxes . . . . . . . . . . . 7,203 3,379 Provision for income taxes . . . . . . . . . . . 2,809 1,251 --------- --------- Net income . . . . . . . . . . . . . . . . . . $ 4,394 $ 2,128 ========= ========= Weighted average shares outstanding: Primary . . . . . . . . . . . . . . . . 5,792 5,638 Fully diluted . . . . . . . . . . . . . 5,839 5,638 Net income per share: Primary . . . . . . . . . . . . . . . . $ 0.76 $ 0.38 ========= ========= Fully diluted . . . . . . . . . . . . . $ 0.75 $ 0.38 ========= =========
See accompanying notes to condensed consolidated financial statements. - 4 - 5 CAMBREX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands)
Three months ended March 31, ------------------------- 1995 1994 -------- -------- Cash flows from operations . . . . . . . . . . . . . . . . $ 10,791 $ 5,261 Changes in assets and liabilities: Receivables . . . . . . . . . . . . . . . . . . . . . . . (6,608) (3,203) Inventories . . . . . . . . . . . . . . . . . . . . . . . (2,625) (780) Other current assets . . . . . . . . . . . . . . . . . . 1,124 (14) Accounts payable and accrued liabilities . . . . . . . . 637 (1,649) Income taxes payable . . . . . . . . . . . . . . . . . . 2,714 188 Other noncurrent assets and liabilities . . . . . . . . . (2,113) 2,155 -------- -------- Net cash provided from operations . . . . . . . . . . 3,920 1,958 -------- -------- Cash flows from investing activities: Capital expenditures . . . . . . . . . . . . . . . . . . (8,131) (3,861) Acquisition of businesses . . . . . . . . . . . . . . . . 0 (7,255) -------- -------- Net cash (used in) investing activities . . . . . . . (8,131) (11,116) -------- -------- Cash flows from financing activities: Dividends . . . . . . . . . . . . . . . . . . . . . . . . (271) (260) Increase in short-term debt . . . . . . . . . . . . . . . (144) 0 Long-term debt activity (including current portion): Borrowings . . . . . . . . . . . . . . . . . . . . . . 16,625 22,797 Repayments . . . . . . . . . . . . . . . . . . . . . . (9,700) (13,300) Proceeds from the issuance of common stock . . . . . . . 1,017 45 Proceeds from the sale of treasury stock . . . . . . . . 343 352 -------- -------- Net cash provided from financing activities . . . . . . 7,870 9,634 -------- -------- Effect of exchange rate changes on cash . . . . . . . . . . 665 0 -------- -------- Net increase in cash . . . . . . . . . . . . . . . . . . . 4,324 476 Cash at beginning of period . . . . . . . . . . . . . . . . 9,087 161 -------- -------- Cash at end of period . . . . . . . . . . . . . . . . . . . $ 13,411 $ 637 ======== ======== Supplemental disclosure: Interest paid . . . . . . . . . . . . . . . . . . . . . . $ 3,535 $ 502 Income taxes paid . . . . . . . . . . . . . . . . . . . . $ 19 $ 1,033 Depreciation expense . . . . . . . . . . . . . . . . . . $ 5,211 $ 2,824
See accompanying notes to condensed consolidated financial statements. - 5 - 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 three months ended March 31, 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 March 31, 1995 and December 31, 1994 consist of the following:
March 31, December 31, 1995 1994 ---------- ---------- Finished goods . . . . . . . . . . . . . $28,908 $31,473 Raw materials . . . . . . . . . . . . . 30,082 27,603 Fuel oil and supplies . . . . . . . . . 5,312 2,903 ------- ------- $64,302 $61,979 ======= =======
(3) Earnings Per Common Share The calculation of primary earnings per common share is based on the weighted average number of common shares and common share equivalents outstanding during the applicable period. - 6 - 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.
Quarter ended March 31, 1994 -------------- Net revenues . . . . . . . . . . . . . . . . . . . . . . . $78,795 Net income . . . . . . . . . . . . . . . . . . . . . . . . 3,042 Earnings per share: Primary . . . . . . . . . . . . . . . . . . . . . . . 0.54 Fully diluted . . . . . . . . . . . . . . . . . . . . 0.54
- 7 - 8 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) 5) Short-term Debt Short-term debt at March 31, 1995 and December 31, 1994 consists of the following:
March 31, December 31, 1995 1994 ---- ---- One year term loan . . . . . . . . . . . . . . . . . . . . $50,000 $50,000 Export financing facility, Italy . . . . . . . . . . . . . 2,115 2,368 ------- ------- Total $52,115 $52,368 ======= =======
6) Long-term Debt Long-term debt at March 31, 1995 and December 31, 1994 consists of the following:
March 31, December 31, 1995 1994 ---- ---- Bank credit facilities . . . . . . . . . . . . . . . . . $125,574 $118,648 Capital lease . . . . . . . . . . . . . . . . . . . . . 57 57 Notes payable . . . . . . . . . . . . . . . . . . . . . 1,229 1,291 -------- -------- Subtotal . . . . . . . . . . . . . . . . . . . 126,860 119,996 Less: current portion . . . . . . . . . . . . . . . . . 4,101 4,021 -------- -------- Total . . . . . . . . . . . . . . . . . . . . $122,759 $115,975 ======== ========
The Company met all the bank covenants for the first quarter of 1995. 7) Postemployment Benefits Statement of Financial Accounting Standard No. 112 "Employers' Accounting for Postemployment Benefits" (SFAS 112) requires the recognition on an accrual basis of all types of postemployment benefits provided to former or inactive employees subsequent to employment but before retirement. The Company currently provides limited benefits in this regard. The Company adopted SFAS112 effective January 1, 1994. The net effect upon 1994 and first quarter 1995 pretax operating results was immaterial. (8) Contingencies Refer to Form 10-K for the fiscal year ended December 31, 1994, for disclosure of existing contingencies related to environmental issues. - 8 - 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 1995 were significantly better than the first quarter of 1994 due to the acquisition completed in October 1994, and to the improvements in the base business. The impact of these is shown in the table below: First Quarter 1995 Results (unaudited)
Three Months Ended March 31, --------------------------------------------------------- Nobel/ Base Total Profarmaco Business 1995 1995 1995 1994 ---- ---- ---- ---- Net revenues . . . . . . . . . . . . . . $93,389 $35,866 $57,523 $51,047 ------- ------- ------- ------- Operating expenses Cost of goods sold . . . . . . . . . . 68,904 25,613 43,291 39,644 Selling, general and administrative . . . . . . . . . . 12,167 3,820 8,347 6,276 Research and development . . . . . . . 1,842 724 1,118 1,213 ------- ------- ------- ------- Total operating expenses . . . . . . . . 82,913 30,157 52,756 47,133 ------- ------- ------- ------- Operating profit . . . . . . . . . . . . 10,476 5,709 4,767 3,914 Other (income) expenses: Interest income . . . . . . . . . . . (177) (166) (11) - Interest expense . . . . . . . . . . . 3,620 3,059 561 363 Other - net . . . . . . . . . . . . . (170) (200) 30 172 ------- ------ ------- ------- Income before income taxes . . . . . . . 7,203 3,016 4,187 3,379 Provision for income taxes . . . . . . . 2,809 1,296 1,513 1,251 ------- ------- ------- ------- Net income . . . . . . . . . . . . . . . 4,394 1,720 2,674 2,128 ======= ======= ======= =======
Net revenues for the first quarter 1995 increased 83% to $93,389 from $51,047 reported in the first quarter 1994. The $42,342 increase was due to the acquisitions of Nobel Chemicals in Sweden and Profarmaco in Italy, and to increased sales in the specialty and fine chemicals and agricultural intermediates and additives categories. The table below shows the contribution of the Nobel/Profarmaco acquisition to the product categories and changes in the base business. - 9 - 10
Three Months Ended March 31, --------------------------------------------------- Nobel/ Base Total Profarmaco Business 1995 1995 1995 1994 ---- ---- ---- ---- Health & pharmaceuticals . . . . . . . . . . . . $47,322 $32,682 $14,640 $14,238 Specialty & fine chemicals . . . . . . . . . . . 22,020 4,004 18,016 13,280 Agricultural intermediates & additives . . . . . . . . . . . . . . . . . . . 15,306 - 15,306 13,914 Performance chemicals . . . . . . . . . . . . . 7,220 - 7,220 7,341 Coatings . . . . . . . . . . . . . . . . . . . . 4,210 - 4,210 4,014 ------- ------- ------- ------- Total gross revenues . . . . . . . . . . . $96,078 $36,686 $59,392 $52,787 ======= ======= ======= ======= Total net revenues . . . . . . . . . . . . $93,389 $35,866 $57,523 $51,047 ======= ======= ======= =======
Health and Pharmaceuticals' revenues increased $33,084 with Nobel and Profarmaco contributing sales of $32,682. Revenues from the base business had increases in a new intermediate for dextromephorphan, an over-the-counter cough suppressant, and from a pharmaceutical used for ulcerative colitis. These increases more than offset the $1,500 lost sales from hydrogels and Wickhen cosmetic lines which totaled $1,500 in the first quarter 1994. Specialty and Fine Chemicals' revenues increased $8,740 (66%) over 1994. The acquisition of Nobel Chemicals accounted for $4,004 of this increase. Revenues from the base business increased $4,736 (36%) from first quarter 1994. This was due to an increase in several fine chemical products including sales of a dye receptor in acrylic yarns, cross-linking agents to improve the performance of polycarbonate resins, a polymer used in instant film, a tin based catalyst used in silicone caulks and adhesives, and products used in soaps, lubricants and flavors. Agricultural Intermediates and Additives' revenues increased $1,392 (10%) from 1994. The increase was due to growth in our existing business, with no contribution from the acquisitions compared to the first quarter 1994. The sales of animal feed additives decreased slightly compared to the first quarter 1994. Sales of organo-arsenical feed additives used to control disease and to enhance chicken growth and improve feed performance increased due to wider market demand. This increase was offset by declines in sales of feed grade Vitamin B3 and intermediates which decreased due to a decision to maintain price increases at the expense of lower volume. The sales of products used in the manufacture of herbicides and insecticides were up $1,561 from the first quarter 1994. Sales of pyridine, the largest item in this group, were up 20% from 1994, and sales of another pyridine compound used in the manufacture of a herbicide increased from 1994 due to the customer's order pattern. Performance Chemicals' and Coatings revenues were at the same level as 1994. Export Sales from the U.S. were $7,564 in the first quarter 1995 versus $10,084 in the first quarter 1994 mainly due to the reduced shipments of feedgrade Vitamin B3 and its intermediates. International sales from all European operations totaled $41,769 versus $2,451 in the first quarter 1994 due to the acquisitions of Nobel/Profarmaco and Seal Sands in 1994. - 10 - 11 Gross profit in the first quarter 1995 of $24,485 (26.2%) compared to $11,403 (22.3%) in the first quarter 1994. The acquisition of Nobel/Profarmaco contributed $10,300 to the increased gross profit. The base business had an increase of $2,800. The gross profit percentage of the base business increased to 24.7% versus 22.3% in 1994. Improved pricing added approximately $2,400 to the base business' gross profit; and sales volume increases added $700. Cost decreased $1,700 due to improved plant efficiencies. The improvement in plant efficiencies was due to a return to more normal weather conditions compared to the extremely low temperatures encountered in the first quarter of 1994. Some of this improvement was offset by approximately $2,000 in increased raw material costs. Raw materials used in pyridine products decreased in price in the first quarter 1995 versus the fourth quarter 1994 but are above the first quarter 1994 levels. Selling, general and administrative expenses as a percentage of net revenues was 15%, which was the same as the first quarter 1994. The marketing and research and development expenses as a percentage of net revenues decreased particularly in our agricultural intermediates and additives and performance chemicals business areas due to continued effects of cost improvements. These decreases were offset by increases in administrative expenses associated with the acquisition of Nobel/Profarmaco. Net interest expense of $3,443 in the first quarter 1995 increased $3,080 over 1994. This increase was due to the additional borrowings for acquisitions and an increase in the interest rate of approximately 2%. The provision for income taxes for the first quarter 1995 resulted in an effective tax rate of 39% vs. 37% in 1994. This increase was due to higher effective tax rates attributable to the Company's Profarmaco operation in Italy. The Company's net income increased 106% to $4,394 compared with a net income of $2,128 in the first quarter 1994. LIQUIDITY AND CAPITAL RESOURCES Net cash flow from operations was $3,920 for the first quarter 1995 compared with $1,958 in the first quarter 1994. The increase in cash flow is primarily due to increased earnings and additional depreciation and amortization. Capital expenditures were $8,131 in the first quarter 1995 as compared to $3,861 in the first quarter 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 to generate steam; and (2) a facility at Nobel Chemicals in Karlskoga, Sweden to increase capacity for pharmaceutical intermediates. Capital expenditures are in line with the projected spending in 1995 of $33,000. - 11 - 12 The Company has undrawn borrowing capacity of approximately $46,500 under the Credit Agreement as of March 31, 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 first quarter 1995, the Company paid cash dividends of $0.05 per share. - 12 - 13 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 27, 1995, Rosina B. Dixon, M.D., Leon J. Hendrix, Jr., and Ilan Kaufthal were elected to hold office as directors of the Company until the 1998 annual meeting of stockholders. In addition, the stockholders ratified the appointment of Coopers & Lybrand as the Company's independent accountants for 1995. Of the 5,479,963 shares represented at the meeting, 4,123,936 votes were cast in favor of the ratification of the appointment of Coopers & Lybrand as auditors, 3,424 votes were cast against, and 1,826 abstained. Item 6. Exhibits and Reports on Form 8-K a) The exhibits filed as part of this report are listed below.
Exhibit No. Description ----------- ----------- 11 Statement of computation of per share earnings. 27 Financial Data Schedule.
- 13 - 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAMBREX CORPORATION By /s/ Peter Tracey --------------------------------------- Peter Tracey Vice President (On behalf of the Registrant and as the Registrant's Principal Financial Officer) Date: May 12, 1995 - 14 - 15 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- Exhibit 11 Statement of computation of per share earnings. Exhibit 27 Financial Data Schedule. EX-11 2 STATEMENT OF COMPUTATION OF PER SHARE EARNINGS 1 EXHIBIT 11 CAMBREX CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (in thousands)
Three months ended March 31, ------------------ 1995 1994 ---- ---- Income applicable to common shares: Primary earnings . . . . . . . . . . . . . . $4,394 $2,128 ====== ====== Fully diluted earnings . . . . . . . . . . . $4,394 $2,128 ====== ====== Weighted average number of common shares and common share equivalents outstanding during the period: Common Stock . . . . . . . . . . . . . . . 5,416 5,208 Stock Options . . . . . . . . . . . . . . 376 430 ------ ------ Shares outstanding - primary . . . . . . . . 5,792 5,638 Additional stock options . . . . . . . . 47 - ------ ------ Shares outstanding - fully diluted . . . . . 5,839 5,638 ====== ======
- 15 - EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 3-MOS DEC-31-1995 MAR-31-1995 1 13,411 0 60,663 1,495 64,302 142,525 247,549 74,300 369,922 110,407 122,759 623 0 0 104,148 369,922 93,389 93,389 68,904 68,904 0 0 3,620 7,203 2,809 4,394 0 0 0 4,394 0.76 0.75
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