-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BTOJS9ChV8IiWoS7bX0UGBMQRaNMT184j5i19xAUedNXHdZEBpFXTpxi2KJHrS7s k2WCWsYyxQir3Ino+lo9gA== 0000950123-97-003451.txt : 19970425 0000950123-97-003451.hdr.sgml : 19970425 ACCESSION NUMBER: 0000950123-97-003451 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19970424 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10638 FILM NUMBER: 97586233 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 11-K 1 CAMBREX CORPORATION SAVINGS PLAN 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 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- 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- 4 CAMBREX CORPORATIONS SAVINGS PLAN Financial Statements For the years ended December 31, 1995 and 1994 5 CAMBREX CORPORATION SAVINGS PLAN INDEX
Page No. -------- 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
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 7 CAMBREX CORPORATION SAVINGS PLAN Statement of Net Assets Available for Plan Benefits With Fund Information As of December 31, 1995
Fidelity Investments -------------------------------------------- Travelers Cambrex Cambrex Total Funds G.I.C. Stock-ER Stock-EE ----------- --------- -------- -------- 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
Fidelity Investments -------------------------------------------------------------------------------- Growth Asset Gov't Short & Magellan & Income Manager Money Mkt Interm Gov't Loans -------- -------- ------- --------- ------------ ----- 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 ------ ------ ------ ----- -----
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2 8 CAMBREX CORPORATION SAVINGS PLAN Statement of Net Assets Available for Plan Benefits With Fund Information As of December 31, 1994
Fidelity Investments ----------------------------------------------------------- Travelers Cambrex Cambrex Total Funds G.I.C. Stock-ER Stock-EE Magellan ----------- --------- -------- -------- -------- 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 ----- ------ ------ ------
Fidelity Investments ---------------------------------------------------------------------------- Growth Asset Gov't Short & & Income Manager Money Mkt Interm Gov't Loans ---------- --------- --------- ------------ ---------- 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 ------ ------ ----- -----
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 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
Fidelity Investments ----------------------------------------------------------- Travelers Cambrex Cambrex Total Funds G.I.C. Stock-ER Stock-EE Magellan ----------- ----------- ----------- ----------- ----------- 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 =========== ========= ========= ========= =========
Fidelity Investments --------------------------------------------------------------------------- Growth Asset Gov't Short & & Income Manager Money Mkt Interm Gov't Loans -------- ------- --------- ------------ ------- 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 ========== ======= ======= ======= =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 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
Fidelity Investments ------------------------------------------------------------------- Travelers Cambrex Cambrex Total Funds G.I.C. Stock-ER Stock-EE Magellan ----------- ----------- ----------- ----------- ----------- 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 =========== =========== =========== =========== ===========
Fidelity Investments ------------------------------------------------------------------------------------ Growth Asset Gov't Short & & Income Manager Money Mkt Interm Gov't Loans ----------- ----------- ----------- ------------- ----------- 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 ----------- ----------- ----------- ----------- -----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 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 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 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 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 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:
1995 1994 ---- ---- 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
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 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 17 Schedule 1 CAMBREX CORPORATION SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1995
Description of Assets/Investment Units Cost Fair Value - -------------------------------- ---------- ---------- ---------- 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 =========== ===========
12 18 Schedule 2 CAMBREX CORPORATION SAVINGS PLAN Item 27(d) - Schedule of 5% Reportable Transactions December 31, 1995
Acquisitions Dispositions --------------------------- ---------------------------------------- Number of Number of Realized Description of Assets/Investments Tranactions Cost Transactions Proceeds Gain/(Loss) - --------------------------------- ----------- ----------- ----------- ----------- ----------- 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
13 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. -----END PRIVACY-ENHANCED MESSAGE-----