UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2014

ALBANY MOLECULAR RESEARCH, INC.
(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-35622 14-1742717

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

26 Corporate Circle, Albany, NY 12212
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (518) 512-2000


 (Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below) :

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

  

Item 2.02 Results of Operations and Financial Conditions

 

On August 5, 2014, Albany Molecular Research, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2014. That release referred to certain attached financial highlights for the second quarter ended June 30, 2014. The full text of the press release, including the financial tables referred to within the release, which were posted on the Company’s internet website, is furnished in Exhibit 99.1 hereto and is incorporated by reference herein.

 

Item 9.01 Financial Statement and Exhibits

 

  (d) Exhibits
       
    99.1 Press release and financial tables dated August 5, 2014, issued by Albany Molecular Research, Inc.

  

 
 

 

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 hereunto duly authorized.

 

Date: August 5, 2014 ALBANY MOLECULAR RESEARCH, INC.
     
  By: /s/ Michael M. Nolan
    Name: Michael M. Nolan
  Title:

Senior Vice President, Chief Financial Officer and Treasurer

 

 


Exhibit 99.1

 

AMRI Announces Second Quarter 2014 Results

 

Total Revenue of $68.2 million, including Contract Revenue of $61.5 Million, up 15%

 

Adjusted Diluted EPS of $0.22, up 100%

 

Company Increases 2014 Adjusted EPS Guidance to $0.87 - $0.92 to Reflect Addition of OsoBio and Strengthening Contract Business

 

Albany, NY (August 5, 2014) – AMRI (NASDAQ: AMRI) today reported financial and operating results for the second quarter ended June 30, 2014.

 

Highlights:

 

·Second quarter contract revenue of $61.5 million, up 21% from 2013

·Second quarter adjusted diluted EPS of $0.22 vs. $0.11 in 2013

·Expanded second quarter contract margins to 27% from 16% in 2013

·Acquired Oso Biopharmaceuticals Manufacturing, expanding contract manufacturing capabilities to include commercial scale, complex injectable drug product

 

Updated Financial Guidance 2014:

 

·Full year contract revenue guidance increased to between $275 and $283 million, an increase of 33% at the midpoint

·Royalty revenue guidance of $25 million

·Adjusted EBITDA between $59 and $63 million, up 24% at the midpoint

·Adjusted diluted EPS range between $0.87 and $0.92, compared to $0.70 in 2013, an increase of 28% at the midpoint, despite a $10 to $12 million decrease in estimated royalties from Allegra

·Operating cash flow of $27 to $30 million

 

Adjusted diluted EPS and adjusted EBITDA are non-GAAP measures, which exclude certain items detailed later in this press release under the heading “Non-GAAP Adjustment Items.” Reconciliations of these non-GAAP measures to GAAP measures are included in Tables 1 and 2 at the end of this press release.

 

“We are very pleased with our results this quarter, highlighted by a 34% growth in our large scale manufacturing business and the addition of Cedarburg Pharmaceuticals,” said William S. Marth, AMRI’s president and chief executive officer. “Importantly, contract margins improved across our entire operations as a result of increased capacity utilization and the addition of the higher margin Cedarburg Pharmaceuticals business.”

 

“We continue to see growth in our pipeline of discovery and development programs, notably the expansion of our innovative Insourcing chemistry program, together with the addition of new development and supply programs in our API and Drug Product divisions,” continued Mr. Marth. “Based on anticipated continued growth of our business and the recent addition of OsoBio, we are raising our outlook for 2014 with contract revenue growth of 33% and adjusted diluted EPS growth of 29% at the midpoint.”

 

 
 

 

Second Quarter 2014 Results

 

Total revenue for the second quarter of 2014 was $68.2 million, an increase of 15% compared to total revenue of $59.3 million reported in the second quarter of 2013.

 

Total contract revenue for the second quarter of 2014 was $61.5 million, an increase of 21% compared to contract revenue of $50.8 million reported in the second quarter of 2013. Contract margins were 26.7% for the second quarter of 2014, compared with 16.4% for the second quarter of 2013, driven by increased capacity utilization and the addition of Cedarburg Pharmaceuticals.

 

Royalty revenue in the second quarter of 2014 was $6.7 million, a decrease of 21% from $8.5 million in the second quarter of 2013. Royalty revenue for the second quarter of 2014 includes royalties from the Allegra® products as well as $2.5 million from the net sales of certain amphetamine salts sold by Actavis.

 

Net income under U.S. GAAP was $3.7 million, or $0.11 per diluted share, in the second quarter of 2014, compared to a U.S. GAAP net loss of $(2.5) million, or $(0.08) per basic and diluted share for the second quarter of 2013. Net income on an adjusted basis in the second quarter of 2014 was $7.1 million or $0.22 per diluted share, compared to adjusted net income of $3.6 million or $0.11 per diluted share. Net income on an adjusted basis excludes the following items that are included under U.S. GAAP: the impact of restructuring charges, executive transition costs, convertible debt interest and amortization charges, business acquisition costs, litigation settlement charges, write-offs of deferred financing costs, non-cash long-lived asset impairment charges, losses on disposals of assets related to restructuring activities, insurance demutualization gains, depreciation and amortization of purchase accounting adjustments, non-recurring income tax adjustments, and postretirement benefit plan settlement gains.

 

Year to Date

 

Total revenue for the six-month period ended June 30, 2014 was $127.5 million, an increase of 7% compared to total revenue of $118.7 million for the same period in 2013.

 

Total contract revenue for the first six months of 2014 was $112.5 million, an increase of 16% compared to contract revenue of $97.3 million for the same period in 2013.

 

Royalty revenue for the first six months of 2014 was $15.0 million, a decrease of 30% from $21.4 million in 2013. Royalty revenue for the six-month period ended June 30, 2014 includes royalties from the Allegra® products as well as $4.8 million from the net sales of certain amphetamine salts sold by Actavis.

 

Net income under U.S. GAAP for the first half of 2014 was $7.2 million, or $0.22 per diluted share, compared to U.S. GAAP net income of $3.8 million, or $0.12 per diluted share for the first half of 2013. Net income on an adjusted basis in the first half of 2014 was $12.2 million or $0.37 per diluted share, compared to adjusted net income of $10.6 million or $0.34 per share in 2013.

 

For a reconciliation of U.S. GAAP net income (loss) and earnings (loss) per diluted share as reported to adjusted net income (loss) and earnings (loss) per diluted share for the 2014 and 2013 reporting periods, please see Table 1 at the end of this press release. Financial results for the three and six months ended June 30, 2013 have been updated from previously reported amounts to reflect prior period income tax adjustments identified during the second quarter of 2014.  The Company considers the adjustments to be immaterial to the impacted periods.

 

Segment Results

 

Discovery Services and Development/Small Scale Manufacturing

Discovery Services and Development/Small Scale Manufacturing (DDS) contract revenue for the second quarter of 2014 was $19.5 million, consistent with the second quarter of 2013 as decreases in Discovery Services were offset by increases in Development/Small Scale Manufacturing. DDS contract margins were 19.1% for the second quarter of 2014, compared with 13.1% for the second quarter of 2013, driven by a stronger mix of business and the benefit of cost reduction initiatives in both Discovery Services and Development/ Small Scale Manufacturing.

 

 
 

 

DDS contract revenue for the first half of 2014 was $39.0 million, a decrease of 2% from the first half of 2013 as decreases in Discovery Services were largely offset by increases in Development/Small Scale Manufacturing. DDS contract margins were 17.8% for the first half of 2014, compared with 14.9% for the first half of 2013.

 

Large Scale Manufacturing

Large Scale Manufacturing (LSM) contract revenue for the second quarter of 2014 was $42.0 million, an increase of 34% from $31.3 million in 2013. LSM contract revenue for the second quarter of 2014 includes $5.5 million of revenues from the Cedarburg Pharmaceuticals business that was acquired in April 2014. LSM adjusted contract margins were 30.5% in the second quarter of 2014, compared with 18.4% for the second quarter of 2013, driven by increased capacity utilization and improved mix including the Cedarburg business.

 

LSM contract revenue for the first half of 2014 was $73.5 million, an increase of 27% from $57.7 million in 2013. LSM adjusted contract margins were 25.9% in the first half of 2014, compared with 19.2% for the first half of 2013.

 

Liquidity and Capital Resources

 

At June 30, 2014, AMRI had cash, cash equivalents and restricted cash of $136.9 million, compared to $171.0 million at March 31, 2014. The decrease in cash and cash equivalents for the quarter ended June 30, 2014 was primarily due to the use of $38.7 million to acquire Cedarburg Pharmaceuticals, $4.8 million in debt payments, and $3.5 million of capital expenditures, offset by cash flow from operations of $12.4 million. Total common shares outstanding, net of treasury shares, were 32,419,424 at June 30, 2014. Since the close of the second quarter we subsequently used $109.3 million of cash to acquire the Oso Biopharmaceuticals Manufacturing business.

 

Second Quarter Results Conference Call

 

The conference call can be accessed by dialing 888-438-5525 (domestic calls) or 719-325-2354 (international calls) at 9:50 a.m. ET and entering passcode 9752010. The audio webcast will be available live via the Internet and can be accessed on the company’s website at www.amriglobal.com.

 

Replay of the conference call can be accessed by dialing 888-203-1112 (domestic calls) or 719-457-0820 (international calls) and entering passcode 9752010 from Tuesday, August 5, 2014 at 2:00 p.m. ET to Wednesday, August 6, 2014 at 2:00 p.m. ET. Replay of the audio webcast can also be accessed for up to 90 days after the call via the investor area of the company’s website at www.amriglobal.com/investor_relations/.

 

About AMRI

 

Albany Molecular Research Inc. (AMRI) is a global contract research and manufacturing organization that has been working with the Life Sciences industry to improve patient outcomes and the quality of life for more than two decades. With locations in North America, Europe and Asia, our key business segments include Large Scale Manufacturing (LSM) and Discovery and Development Solutions (DDS). The LSM segment includes Active Pharmaceutical Ingredients (API) and Drug Product Manufacturing, which supports the commercial cGMP manufacturing of complex APIs, starting materials, clinical formulation development and aseptic fill and finish. Our DDS segment provides comprehensive services from hit identification to IND, including expertise with diverse chemistry, library design and synthesis, in vitro biology and pharmacology, drug metabolism and pharmacokinetics, as well as natural products. For more information about AMRI, please visit our website at www.amriglobal.com or follow us on Twitter (@amriglobal).

 

Forward-looking Statements

 

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include, but are not limited to, statements regarding the company's estimates of revenue, contract revenue, adjusted EBITDA adjusted diluted earnings per share for the full year 2014, statements made by the company's Chief Executive Officer, including statements under the caption “Updated Financial Guidance,” statements regarding the strength of the company’s business and prospects, statements regarding the impact of recent acquisition activity, and statements concerning the company’s momentum and long-term growth, including expected results for 2014. Readers should not place undue reliance on our forward-looking statements. The company’s actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which the company may not be able to predict and may not be within the company’s control. Factors that could cause such differences include, but are not limited to, trends in pharmaceutical and biotechnology companies’ outsourcing of chemical research and development, including softness in these markets; sales of Allegra® and the impact of the “at-risk” launch of generic Allegra®, the OTC conversion of Allegra® and the generic and OTC sales of Allegra in Japan on the company’s receipt of significant royalties under the Allegra® license agreement; the success of the sales of other products for which the company receives royalties; the risk that the company will not be able to replicate either in the short or long term the revenue stream that has been derived from the royalties payable under the Allegra® license agreements; the risk that clients may terminate or reduce demand under any strategic or multi-year deal; the company’s ability to enforce its intellectual property and technology rights; the company’s ability to obtain financing sufficient to meet its business needs; the company’s ability to successfully comply with heightened FDA scrutiny on aseptic fill/finish operations; the results of further FDA inspections; the company’s ability to effectively maintain compliance with applicable FDA and DEA regulations; the company’s ability to integrate past or future acquisitions, including Cedarburg Pharmaceuticals and Oso Biopharmaceuticals Manufacturing , and make such acquisitions accretive to the company’s business model, the company’s ability to take advantage of proprietary technology and expand the scientific tools available to it, the ability of the company’s strategic investments and acquisitions to perform as expected, as well as those risks discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on March 17, 2014, and the company's other SEC filings. Revenue, contract revenue, adjusted diluted EPS, adjusted EBITDA and other financial guidance offered by senior management today represent a point-in-time estimate and are based on information as of the date of this press release. Senior management has made numerous assumptions in providing this guidance which, while believed to be reasonable, may not prove to be accurate. Numerous factors, including those noted above, may cause actual results to differ materially from the guidance provided. The company expressly disclaims any current intention or obligation to update the guidance provided or any other forward-looking statement in this press release to reflect future events or changes in facts assumed for purposes of providing this guidance or otherwise affecting the forward-looking statements contained in this press release.

 

 
 

 

Non-GAAP Adjustment Items

 

To supplement our financial results prepared in accordance with U.S. GAAP, we have presented non-GAAP measures of income (loss) from operations, net income (loss) and income (loss) per diluted share, as adjusted to exclude certain restructuring charges, executive transition costs, convertible debt interest and amortization charges, business acquisition costs, litigation settlement charges, write-offs of deferred financing costs, non-cash long-lived asset impairment charges, losses on disposals of assets related to restructuring activities, insurance demutualization gains, depreciation and amortization of purchase accounting adjustments, non-recurring income tax adjustments, and postretirement benefit plan settlement gains in the 2014 and 2013 periods. We have also presented non-GAAP measures of adjusted EBITDA, which in addition to the items excluded above, further excluded the impact of interest income and expense, depreciation and amortization expense, and income tax expense or benefit. Exclusion of these non-recurring items allow comparisons of operating results that are consistent over time. We believe presentation of these non-GAAP measures enhances an overall understanding of our historical financial performance because we believe they are an indication of the performance of our base business. Management uses these non-GAAP measures as a basis for evaluating our financial performance as well as for budgeting and forecasting of future periods. For these reasons, we believe they can be useful to investors. The presentation of this additional information should not be considered in isolation or as a substitute for income (loss) from operations, net income (loss) or income (loss) per diluted share prepared in accordance with U.S. GAAP. Reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are set forth in Tables 1 and 2. Our projected 2014 adjusted EPS and EBITDA, however, are only provided on an adjusted basis. It is not feasible to provide GAAP EPS guidance because the items excluded are difficult to predict and estimate and are primarily dependent on future events.

 

Contacts:
Investors: Michael Nolan, AMRI Chief Financial Officer, 518-512-2261
Media: Gina Rothe, AMRI Communications, 518-512-2512

 

 
 

 

Albany Molecular Research, Inc.

Condensed Consolidated Statements of Operations (unaudited)

 

   Three Months Ended   Six Months Ended 
(Dollars in thousands, except for per share data)  June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013 
                 
Contract revenue  $61,474   $50,764   $112,512   $97,257 
Recurring royalties   6,705    8,528    14,988    21,441 
Total revenue   68,179    59,292    127,500    118,698 
                     
Cost of contract revenue   45,038    42,450    86,648    80,272 
Technology incentive award   424    569    1,017    1,683 
Research and development   128    171    207    276 
Selling, general and administrative   12,747    12,454    23,376    22,003 
Postretirement benefit plan settlement gain   -    -    (1,285)   - 
Restructuring charges   1,042    4,953    1,272    5,832 
Property and equipment impairment charges   3,718    906    3,718    1,440 
Total operating expenses   63,097    61,503    114,953    111,506 
                     
Income (loss) from operations   5,082    (2,211)   12,547    7,192 
                     
Interest expense,  net   (3,065)   (137)   (5,681)   (274)
Other (expense) income, net   (192)   377    (232)   884 
                     
Income (loss) before income taxes   1,825    (1,971)   6,634    7,802 
                     
Income tax (benefit) expense   (1,899)   504    (590)   4,000 
                     
Net income (loss)  $3,724   $(2,475)  $7,224   $3,802 
                     
Basic income (loss) per share  $0.12   $(0.08)  $0.23   $0.12 
 
Diluted income (loss) per share
  $0.11   $(0.08)  $0.22   $0.12 

 

 
 

 

Albany Molecular Research, Inc.

Selected Consolidated Balance Sheet Data (unaudited)

 

(Dollars in thousands)  June 30,
2014
   December 31,
2013
 
         
Cash and cash equivalents  $130,417   $175,928 
Restricted cash   6,467    714 
Accounts receivable, net   58,480    52,216 
Royalty income receivable   6,541    7,523 
Inventory   44,277    31,991 
Total current assets   260,818    279,019 
Restricted cash   -    3,810 
Property and equipment, net   131,619    127,775 
Total assets   520,150    445,268 
           
Total current liabilities   50,168    48,849 
Long-term debt, excluding current installments, net of unamortized discount   122,154    123,135 
Total liabilities   266,877    204,511 
Total stockholders’ equity   253,273    240,757 
Total liabilities and stockholders’ equity   520,150    445,268 

 

 
 

 

Table 1: Reconciliation of three and six months ended June 30, 2014 and 2013 reported income (loss) from operations, net income (loss) and earnings (loss) per diluted share to adjusted income from operations, adjusted net income and adjusted earnings per share:

 

(Dollars in thousands, except for per share data)

Non-GAAP Measures

 

   Second Quarter   Second Quarter   YTD   YTD 
   2014   2013   June 30, 2014   June 30, 2013 
Income (loss) from operations, as reported  $5,082   $(2,211)  $12,547   $7,192 
Impairment charges   3,718    906    3,718    1,440 
Restructuring charges   1,042    4,953    1,272    5,832 
Executive transition costs   (14)   386    626    386 
Business acquisition costs   1,346         1,668    - 
Purchase accounting depreciation and amortization   275         275      
Postretirement benefit plan settlement gain   -         (1,285)   - 
Litigation settlement   -    1,920    -    1,920 
Income from operations, as adjusted  $11,449   $5,954   $18,821   $16,770 
                     
Net income (loss), as reported  $3,724   $(2,475)  $7,224   $3,802 
Adjustments, net of tax:                    
Impairment charges   2,417    906    2,417    1,253 
Restructuring charges   653    3,553    850    4,182 
Executive transition costs   (9)   251    407    251 
Business acquisition costs   875    -    1,084    - 
Purchase accounting depreciation and amortization   179    -    179    - 
Postretirement benefit plan settlement gain   -    -    (835)     
Convertible debt interest and amortization charges   1,641    -    3,257      
Write-off of deferred financing costs   286    -    286    - 
Non-recurring income tax adjustments   (2,715)   46    (2,715)   92 
Litigation settlement   -    1,248    -    1,248 
Insurance demutualization gain   -    -    -    (252)
Loss on disposal of assets   -    63    -    63 
Net income (loss), as adjusted  $7,051   $3,592   $12,154   $10,639 
                     
Income (loss) per diluted share, as reported  $0.11   $(0.08)  $0.22   $0.12 
Adjustments, net of tax:                    
Impairment charges   0.07    0.03    0.07    0.04 
Restructuring charges   0.02    0.11    0.03    0.14 
Executive transition costs   -    0.01    0.01    0.01 
Business acquisition costs   0.03    -    0.03    - 
Purchase accounting depreciation and amortization   0.01    -    0.01    - 
Postretirement benefit plan settlement gain   -    -    (0.03)     
Convertible debt interest and amortization charges   0.05    -    0.10      
Write-off of deferred financing costs   0.01    -    0.01      
Non-recurring income tax adjustments   (0.08)   -    (0.08)     
Litigation settlement   -    0.04    -    0.04 
Insurance demutualization gain   -    -    -    (0.01)
Loss on disposal of assets   -    -    -    - 
Earnings per diluted share, as adjusted  $0.22   $0.11   $0.37   $0.34 

 

 
 

 

Table 2: Reconciliation of three and six months ended June 30, 2014 and 2013 reported income (loss) from operations to adjusted EBITDA:

 

   QTD   QTD   YTD   YTD 
   June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013 
Income (loss) from operations, as reported  $5,082   $(2,211)  $12,547   $7,192 
Impairment charges   3,718    906    3,718    1,440 
Restructuring charges   1,042    4,953    1,272    5,832 
Executive transition costs   (14)   386    626    386 
Business acquisition costs   1,346         1,668    - 
Postretirement benefit plan settlement gain   -         (1,285)   - 
Litigation settlement   -    1,920    -    1,920 
Income from operations, as adjusted   11,174    5,954    18,546    16,770 
Add: Non-operating (expense) income net, as reported   (192)   377    (232)   844 
Deduct: insurance demutualization gain   -    -    -    (388)
Add: Loss on disposal of assets   -    97    -    97 
Add: Depreciation and amortization   4,263    3,949    8,024    8,012 
Adjusted EBITDA   15,245    10,377    26,338    25,335 

 

 

Albany Molecular Research, Inc. (NASDAQ:AMRI)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Albany Molecular Research, Inc. Charts.
Albany Molecular Research, Inc. (NASDAQ:AMRI)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Albany Molecular Research, Inc. Charts.