UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended June 30, 2015 |
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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: 001-3356220
ALBANY MOLECULAR RESEARCH, INC.
(Exact name of registrant as specified in
its charter)
DELAWARE |
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14-1742717 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
26 Corporate Circle
Albany, New York 12212
(Address of principal executive offices)
(518) 512-2000
(Registrant’s telephone number, including
area code)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
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 12 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.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer ¨ |
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Accelerated filer x |
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Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.
Class |
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Outstanding at July 31, 2015 |
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Common Stock, $.01 par value |
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35,453,069 excluding treasury shares of 5,501,984 |
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ALBANY MOLECULAR RESEARCH, INC.
INDEX
PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated
Financial Statements (Unaudited)
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, 2015 | | |
June 30, 2014 | | |
June 30, 2015 | | |
June 30, 2014 | |
| |
| | |
| | |
| | |
| |
Contract revenue | |
$ | 85,226 | | |
$ | 61,474 | | |
$ | 160,358 | | |
$ | 112,512 | |
Recurring royalties | |
| 4,322 | | |
| 6,705 | | |
| 11,007 | | |
| 14,988 | |
Total revenue | |
| 89,548 | | |
| 68,179 | | |
| 171,365 | | |
| 127,500 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of contract revenue | |
| 64,668 | | |
| 45,038 | | |
| 122,807 | | |
| 86,648 | |
Technology incentive award | |
| 179 | | |
| 424 | | |
| 560 | | |
| 1,017 | |
Research and development | |
| 384 | | |
| 128 | | |
| 875 | | |
| 207 | |
Selling, general and administrative | |
| 16,518 | | |
| 12,747 | | |
| 33,992 | | |
| 23,376 | |
Postretirement benefit plan settlement gain | |
| – | | |
| – | | |
| – | | |
| (1,285 | ) |
Restructuring charges | |
| 1,632 | | |
| 1,042 | | |
| 3,119 | | |
| 1,272 | |
Impairment charges | |
| – | | |
| 3,718 | | |
| 2,615 | | |
| 3,718 | |
Total operating expenses | |
| 83,381 | | |
| 63,097 | | |
| 163,968 | | |
| 114,953 | |
| |
| | | |
| | | |
| | | |
| | |
Income from operations | |
| 6,167 | | |
| 5,082 | | |
| 7,397 | | |
| 12,547 | |
| |
| | | |
| | | |
| | | |
| | |
Interest expense, net | |
| (3,179 | ) | |
| (3,065 | ) | |
| (6,214 | ) | |
| (5,681 | ) |
Other income (expense), net | |
| 634 | | |
| (192 | ) | |
| 1,103 | | |
| (232 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income before income taxes | |
| 3,622 | | |
| 1,825 | | |
| 2,286 | | |
| 6,634 | |
| |
| | | |
| | | |
| | | |
| | |
Income tax expense (benefit) | |
| 1,315 | | |
| (1,899 | ) | |
| 2,202 | | |
| (590 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 2,307 | | |
$ | 3,724 | | |
$ | 84 | | |
$ | 7,224 | |
| |
| | | |
| | | |
| | | |
| | |
Basic income per share | |
$ | 0.07 | | |
$ | 0.12 | | |
$ | 0.00 | | |
$ | 0.23 | |
| |
| | | |
| | | |
| | | |
| | |
Diluted income per share | |
$ | 0.07 | | |
$ | 0.11 | | |
$ | 0.00 | | |
$ | 0.22 | |
See notes to unaudited condensed consolidated
financial statements.
Albany Molecular Research, Inc.
Condensed Consolidated Statements of
Comprehensive Income
(unaudited)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net income | |
$ | 2,307 | | |
$ | 3,724 | | |
$ | 84 | | |
$ | 7,224 | |
Foreign currency translation gain | |
| 1,742 | | |
| 364 | | |
| 596 | | |
| 1,008 | |
Net actuarial gain of pension and postretirement benefits | |
| 154 | | |
| 101 | | |
| 308 | | |
| 186 | |
Total comprehensive income | |
$ | 4,203 | | |
$ | 4,189 | | |
$ | 988 | | |
$ | 8,418 | |
See notes to unaudited condensed consolidated
financial statements.
Albany Molecular Research, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(Dollars and shares in thousands, except per share data) | |
June 30, 2015 | | |
December 31, 2014 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 42,556 | | |
$ | 46,995 | |
Restricted cash | |
| 3,000 | | |
| 4,052 | |
Accounts receivable, net | |
| 79,068 | | |
| 72,123 | |
Royalty income receivable | |
| 4,450 | | |
| 5,061 | |
Income tax receivable | |
| 2,295 | | |
| — | |
Inventory | |
| 60,605 | | |
| 49,880 | |
Prepaid expenses and other current assets | |
| 11,281 | | |
| 10,558 | |
Deferred income taxes | |
| 2,280 | | |
| 2,343 | |
Property and equipment held for sale | |
| 1,132 | | |
| — | |
Total current assets | |
| 206,667 | | |
| 191,012 | |
| |
| | | |
| | |
Property and equipment, net | |
| 175,045 | | |
| 165,475 | |
Notes hedges | |
| 81,157 | | |
| 58,928 | |
Goodwill | |
| 94,044 | | |
| 61,778 | |
Intangible assets and patents, net | |
| 39,563 | | |
| 32,548 | |
Deferred income taxes | |
| 1,220 | | |
| 4,884 | |
Other assets | |
| 4,888 | | |
| 5,328 | |
Total assets | |
$ | 602,584 | | |
$ | 519,953 | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 49,503 | | |
$ | 35,757 | |
Deferred revenue and licensing fees | |
| 10,092 | | |
| 11,171 | |
Arbitration reserve | |
| — | | |
| 327 | |
Income taxes payable | |
| — | | |
| 350 | |
Accrued pension benefits | |
| 509 | | |
| 638 | |
Current installments of long-term debt | |
| 455 | | |
| 447 | |
Total current liabilities | |
| 60,559 | | |
| 48,690 | |
Long-term liabilities: | |
| | | |
| | |
Long-term debt, excluding current installments | |
| 201,651 | | |
| 159,980 | |
Notes conversion derivative | |
| 81,157 | | |
| 58,928 | |
Pension and postretirement benefits | |
| 7,856 | | |
| 8,167 | |
Other long-term liabilities | |
| 2,336 | | |
| 2,366 | |
Total liabilities | |
| 353,559 | | |
| 278,131 | |
Commitments and contingencies | |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Preferred stock, $0.01 par value, 2,000 shares authorized, none issued or outstanding | |
| — | | |
| — | |
Common stock, $0.01 par value, 100,000 shares authorized, 38,742 shares issued as of June 30, 2015 and 38,098 shares issued as of December 31, 2014 | |
| 387 | | |
| 381 | |
Additional paid-in capital | |
| 250,700 | | |
| 243,874 | |
Retained earnings | |
| 79,716 | | |
| 79,632 | |
Accumulated other comprehensive loss, net | |
| (13,530 | ) | |
| (14,434 | ) |
| |
| 317,273 | | |
| 309,453 | |
Less, treasury shares at cost, 5,501 shares as of June 30, 2015 and 5,465 shares as of December 31, 2014 | |
| (68,248 | ) | |
| (67,631 | ) |
Total stockholders’ equity | |
| 249,025 | | |
| 241,822 | |
Total liabilities and stockholders’ equity | |
$ | 602,584 | | |
$ | 519,953 | |
See notes to unaudited condensed consolidated
financial statements.
Albany Molecular Research, Inc.
Condensed Consolidated Statements of
Cash Flows (unaudited)
| |
Six Months Ended | |
(Dollars in thousands) | |
June 30, 2015 | | |
June 30, 2014 | |
| |
| | |
| |
Operating activities | |
| | | |
| | |
Net income | |
$ | 84 | | |
$ | 7,224 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and intangible amortization | |
| 11,762 | | |
| 8,025 | |
Deferred financing amortization | |
| 534 | | |
| 1,033 | |
Accretion of discount on long-term debt | |
| 3,057 | | |
| 2,823 | |
Deferred income taxes | |
| 826 | | |
| (2,492 | ) |
Loss on disposal of property and equipment | |
| 101 | | |
| 126 | |
Impairment charges | |
| 2,615 | | |
| 3,718 | |
Allowance for bad debts | |
| 509 | | |
| 33 | |
Stock-based compensation expense | |
| 3,019 | | |
| 1,957 | |
Gain on settlement of post-retirement liability | |
| - | | |
| (1,285 | ) |
Excess tax benefit of stock option exercises | |
| (1,727 | ) | |
| (1,080 | ) |
Changes in operating assets and liabilities that provide (use) cash, net of impact of business combinations: | |
| | | |
| | |
Accounts receivable | |
| 43 | | |
| (5,460 | ) |
Royalty income receivable | |
| 611 | | |
| 982 | |
Inventory | |
| (10,481 | ) | |
| (8,823 | ) |
Prepaid expenses and other assets | |
| 456 | | |
| (2,263 | ) |
Accounts payable and accrued expenses | |
| 10,318 | | |
| (1,105 | ) |
Income taxes | |
| 1,894 | | |
| 47 | |
Deferred revenue and licensing fees | |
| (3,573 | ) | |
| 1,010 | |
Pension and postretirement benefits | |
| 36 | | |
| (118 | ) |
Other long-term liabilities | |
| (72 | ) | |
| 13 | |
Net cash provided by operating activities | |
| 20,012 | | |
| 4,365 | |
| |
| | | |
| | |
Investing activities | |
| | | |
| | |
Purchase of businesses, net of cash acquired | |
| (59,656 | ) | |
| (38,704 | ) |
Purchases of property and equipment | |
| (7,541 | ) | |
| (6,446 | ) |
Payments for patent applications and other costs | |
| (54 | ) | |
| (198 | ) |
Proceeds from disposal of property and equipment | |
| 31 | | |
| – | |
Net cash used in investing activities | |
| (67,220 | ) | |
| (45,348 | ) |
| |
| | | |
| | |
Financing activities | |
| | | |
| | |
Borrowings on long-term debt | |
| 39,000 | | |
| – | |
Principal payments on long-term debt | |
| (376 | ) | |
| (4,988 | ) |
Deferred financing costs | |
| (11 | ) | |
| (222 | ) |
Change in restricted cash | |
| 1,052 | | |
| (1,943 | ) |
Proceeds from sale of common stock | |
| 2,087 | | |
| 1,519 | |
Purchases of treasury stock | |
| (617 | ) | |
| (422 | ) |
Excess tax benefit of stock option exercises | |
| 1,727 | | |
| 1,080 | |
Net cash provided by financing activities | |
| 42,862 | | |
| (4,976 | ) |
| |
| | | |
| | |
Effect of exchange rate changes on cash and cash equivalents | |
| (93 | ) | |
| 448 | |
| |
| | | |
| | |
Decrease in cash and cash equivalents | |
| (4,439 | ) | |
| (45,511 | ) |
| |
| | | |
| | |
Cash and cash equivalents at beginning of period | |
| 46,995 | | |
| 175,928 | |
| |
| | | |
| | |
Cash and cash equivalents at end of period | |
$ | 42,556 | | |
$ | 130,417 | |
See notes to unaudited condensed consolidated
financial statements.
(All amounts in thousands, except per share amounts, unless
otherwise noted)
Note 1 — Summary of Operations and Significant Accounting
Policies
Nature of Business and Operations
Albany Molecular Research, Inc. (the
“Company”) is a leading global contract research and manufacturing organization providing customers fully integrated
drug discovery, development, and manufacturing services. We supply a broad range of services and technologies supporting the discovery
and development of pharmaceutical products, the manufacturing of Active Pharmaceutical Ingredients (“API”) and the
manufacturing of drug product for new and generic drugs, as well as research, development and manufacturing for the agrochemical
and other industries. With locations in the United States, Europe, and Asia, we maintain geographic proximity to our customers
and flexible cost models.
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the unaudited
condensed consolidated financial statements do not include all of the information and footnotes required by U.S. generally accepted
accounting principles for complete consolidated financial statements. The year-end condensed consolidated balance sheet data was
derived from audited financial statements but does not include all disclosures required by U.S. generally accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for
a fair statement of the results for the interim period have been included. Operating results for the three and six months ended
June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.
The accompanying unaudited condensed consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiaries as of June 30, 2015. All intercompany
balances and transactions have been eliminated during consolidation. Assets and liabilities of non-U.S. operations are translated
at period-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the period.
Unrealized gains or losses resulting from translating non-U.S. currency financial statements are recorded in accumulated other
comprehensive loss in the accompanying unaudited condensed consolidated balance sheets. When necessary, prior years’ unaudited
condensed consolidated financial statements have been reclassified to conform to the current year presentation.
Use of Management Estimates
The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make 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 revenues and expenses during the reporting period. The most significant estimates included
in the accompanying consolidated financial statements include assumptions regarding the valuation of inventory, intangible assets,
and long-lived assets and assumptions associated with our accounting for business combinations. Other significant estimates include
assumptions utilized in determining actuarial obligations in conjunction with the Company’s pension and postretirement health
plans, the amount and realizabilty of deferred tax assets, assumptions utilized in determining stock-based compensation, as well
as those utilized in determining the value of both the notes hedges and the notes conversion derivative and the assumptions related
to the collectability of receivables. Actual results can vary from these estimates.
Contract Revenue Recognition
The Company’s contract revenue consists
primarily of amounts earned under contracts with third-party customers and reimbursed expenses under such contracts. Reimbursed
expenses consist of chemicals and other project specific costs. The Company also seeks to include provisions in certain contracts
that contain a combination of up-front licensing fees, milestone and royalty payments should the Company’s proprietary technology
and expertise lead to the discovery of new products that become commercial. Generally, the Company’s contracts may be terminated
by the customer upon 30 days’ to two years’ prior notice, depending on the terms and/or size of the contract.
The Company analyzes its agreements to determine whether the elements can be separated and accounted for individually or as a single
unit of accounting in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards
Codification (“ASC”) 605-25, “Revenue Arrangements with Multiple Deliverables,” and Staff Accounting Bulletin
(“SAB”) 104, “Revenue Recognition”. Allocation of revenue to individual elements that qualify for separate
accounting is based on the separate selling prices determined for each component, and total contract consideration is then allocated
pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best
estimate of such selling prices, consistent with the overall pricing strategy and after consideration of relevant market factors.
The Company generates contract revenue
under the following types of contracts:
Fixed-Fee. Under a fixed-fee contract,
the Company charges a fixed agreed upon amount for a deliverable. Fixed-fee contracts have fixed deliverables upon completion of
the project. Typically, the Company recognizes revenue for fixed-fee contracts after projects are completed, delivery is made and
title transfers to the customer, and collection is reasonably assured. In certain instances, the Company’s customers request
that the Company retain materials produced upon completion of the project due to the fact that the customer does not have a qualified
facility to store those materials or for other reasons. In these instances, the revenue recognition process is considered complete
when project documents have been delivered to the customer, as required under the arrangement, or other customer-specific contractual
conditions have been satisfied.
Full-time Equivalent (“FTE”).
An FTE agreement establishes the number of Company employees contracted for a project or a series of projects, the duration of
the contract period, the price per FTE, plus an allowance for chemicals and other project specific costs, which may or may not
be incorporated in the FTE rate. FTE contracts can run in one month increments, but typically have terms of six months or longer.
FTE contracts typically provide for annual adjustments in billing rates for the scientists assigned to the contract.
These contracts involve the Company’s
scientists providing services on a “best efforts” basis on a project that may involve a research component with a timeframe
or outcome that has some level of unpredictability. There are no fixed deliverables that must be met for payment as part of these
services. As such, the Company recognizes revenue under FTE contracts on a monthly basis as services are performed according to
the terms of the contract.
Time and Materials. Under
a time and materials contract, the Company charges customers an hourly rate plus reimbursement for chemicals and other project
specific costs. The Company recognizes revenue for time and material contracts based on the number of hours devoted to the project
multiplied by the customer’s billing rate plus other project specific costs incurred.
Recurring Royalty and Milestone Revenues
Recurring Royalty
Revenue. Recurring royalties have historically related to royalties under a license agreement with Sanofi based on
the worldwide net sales of fexofenadine HCl, marketed as Allegra in the Americas and Telfast elsewhere, as well as on sales
of Sanofi’s authorized or licensed generics and sales by certain authorized sub-licensees. These royalty payments
ceased in May 2015 due to the expiration of patents under the license agreement. The Company currently receives royalties in
conjunction with a Development and Supply Agreement with Allergan, plc (“Allergan”). These royalties are earned
on net sales of a generic product sold by Allergan. The Company records royalty revenue in the period in which the net sales
of this product occur. Royalty payments from Allergan are due within 60 days after each calendar quarter and are determined
based on sales of the qualifying products in that quarter.
Up-Front License Fees and Milestone
Revenue. The Company recognizes revenue from up-front non-refundable licensing fees on a straight-line basis over the
period of the underlying project. The Company will recognize revenue arising from a substantive milestone payment upon the successful
achievement of the event, and the resolution of any uncertainties or contingencies regarding potential collection of the related
payment, or if appropriate over the remaining term of the agreement.
Generic Parenteral Drug Product Arrangements
In 2014, the Company entered into development
and supply agreements with (“the Genovi Agreements”) Genovi Pharmaceuticals Limited (“Genovi”), to manufacture
select generic parenteral drug products for registration and subsequent commercialization in the U.S., Europe, and select emerging
markets.
Under the terms of the Genovi Agreements,
the Company may receive up to $3,236 in milestone payments for each drug product candidate upon achievement of certain development
milestones, including technology transfer activities, analytical development, and manufacture of regulatory submission batches.
Following U.S. Food and Drug Administration
approval, the Company will supply generic parenteral drug products to Genovi pursuant to the Genovi Agreements, and for certain
of these products, receive payments based on Genovi's sales of such products.
The Company has determined the
milestones contained in the Genovi Agreements to be substantive milestones in accordance with ASC 605-28-25, “Revenue
Recognition – Milestone Method” (“ASC 605”). In evaluating the milestones included in the Genovi
Agreements, the Company considered the following:
|
· |
The Company considered each individual milestone to be commensurate with the enhanced value of the underlying licensed intellectual property or drug product candidate as they are advanced from the development stage to a commercialized product, and considered them to be reasonable when evaluated in relation to the total agreement consideration, including other milestones. |
|
· |
The milestones are deemed to relate solely to past performance, as each milestone is payable to the Company only after the achievement of the related event defined in the agreement, and is not refundable if additional future success events do not occur. |
For both the three months and six months
ended June 30, 2015 and 2014, no milestone revenue was recognized by the Company.
Proprietary Drug Development Arrangements
The Company has discovered and conducted
the early development of several new drug candidates, with a view to out-licensing these candidates to partners for further development
in return for a potential combination of up-front license fees, milestone payments and recurring royalty payments if compounds
resulting from our intellectual property are successfully developed into new drugs and reach the market. The milestones included
in the Company’s current license arrangements would not have a significant impact on the Company’s consolidated operating
results, financial position, or cash flows.
Cash, Cash Equivalents and Restricted
Cash
Cash equivalents consist of money market
accounts and overnight deposits. For purposes of the consolidated statements of cash flows, the Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash equivalents.
Restricted cash balances at June 30, 2015
and December 31, 2014, are required as collateral for the letters of credit associated with our debt agreements.
Long-Lived Assets
The Company assesses the impairment of
a long-lived asset group whenever events or changes in circumstances indicate that its carrying value may not be recoverable. Factors
the Company considers important that could trigger an impairment review include, among others, the following:
|
· |
a significant change in the extent or manner in which a long-lived asset group is being used; |
|
· |
a significant change in the business climate that could affect the value of a long-lived asset group; or |
|
· |
a significant decrease in the market value of assets. |
If the Company determines that the carrying
value of long-lived assets may not be recoverable, based upon the existence of one or more of the above indicators of impairment,
the Company compares the carrying value of the asset group to the undiscounted cash flows expected to be generated by the asset
group. If the carrying value exceeds the undiscounted cash flows, an impairment charge is indicated. An impairment charge is recognized
to the extent that the carrying amount of the asset group exceeds its fair value and will reduce only the carrying amounts of the
long-lived assets.
Derivative
Instruments and Hedging Activities
The Company accounts for derivatives in
accordance with FASB ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards
requiring that derivative instruments be recorded on the balance sheet as either an asset or a liability measured at fair value.
Additionally, changes in a derivative’s fair value shall be recognized currently in earnings unless specific hedge accounting
criteria are met.
Recently Issued Accounting Pronouncements
In July 2015, the FASB
issued Accounting Standards Update ("ASU") No. 2015-11, “Simplifying the measurement of inventory.” This
ASU simplifies the measurement of inventory by requiring certain inventory to be measured at the lower of cost or net realizable
value. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016 and for interim periods therein.
The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
In May 2015, the FASB issued ASU No. 2015-07, “Fair Value
Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”.
The ASU applies to entities that measure an investment’s fair value using the net asset per share (or an equivalent) practical
expedient, while the amendments of the ASU eliminate the requirement to classify the investment within the fair value hierarchy.
In addition, the requirement to make specific disclosures for all investments eligible to be assessed at fair value with the net
asset value per share practical expedient has been removed. Instead, such disclosures are restricted only to investments that the
entity has decided to measure using the practical expedient. The amendments in this ASU apply for fiscal years starting after December
15, 2015, and the interim periods within. The amendments are to be applied retrospectively to all periods offered, with early adoption
permitted. The Company does not expect this ASU to have a material impact on its consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying
the Presentation of Debt Issuance Costs,” which updated guidance to clarify the required presentation of debt issuance costs.
The amended guidance requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying
amount of the recognized debt liability, consistent with the treatment of debt discounts. Amortization of debt issuance
costs is to be reported as interest expense. The recognition and measurement guidance for debt issuance costs are not
affected by the updated guidance. The updated guidance is effective for reporting periods beginning after December 15, 2015.
Early adoption is permitted. The Company does not expect this ASU to have a material impact on its consolidated financial
statements. At June 30, 2015, the Company has $3,534 of debt issuance costs included in other assets.
In June 2014, the FASB issued ASU No. 2014-12, "Compensation
- Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target
Could Be Achieved after the Requisite Service Period." This ASU requires that a performance target that affects vesting and
that could be achieved after the requisite service period, be treated as a performance condition. The performance target should
not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in
which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable
to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being
achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively
over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service
period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately
vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award
if the performance target is achieved. This ASU is effective for annual periods and interim periods within those annual periods
beginning after December 15, 2015. Earlier adoption is permitted. The Company does not expect this ASU to have a material impact
on its consolidated financial statements.
In May 2014, the FASB issued ASU
No. 2014-09, "Revenue from Contracts with Customers: (Topic 606)." This ASU affects any entity that either enters
into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial
assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This
ASU will supersede the revenue recognition requirements in ASC Topic 605, "Revenue Recognition," and most
industry-specific guidance. In addition, the existing requirements for the recognition of a gain or loss on the transfer of
nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of ASC Topic 360,
"Property, Plant, and Equipment," and intangible assets within the scope of ASC Topic 350,
"Intangibles-Goodwill and Other") are amended to be consistent with the guidance on recognition and measurement
(including the constraint on revenue) in this ASU. The core principle of the guidance is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB approved the deferral
of the effective date to calendar years beginning after December 15,
2017. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated
financial statements.
Note 2 — Earnings Per Share
The shares used in the computation of the
Company’s basic and diluted earnings per share are as follows:
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Weighted average common shares outstanding - basic | |
| 32,124 | | |
| 31,490 | | |
| 31,999 | | |
| 31,385 | |
Dilutive effect of warrants | |
| 179 | | |
| - | | |
| 90 | | |
| - | |
Dilutive effect of share-based compensation | |
| 923 | | |
| 1,128 | | |
| 950 | | |
| 1,091 | |
Weighted average common shares outstanding - diluted | |
| 33,226 | | |
| 32,618 | | |
| 33,039 | | |
| 32,476 | |
The Company has excluded certain outstanding
stock options, non-vested restricted stock and warrants from the calculation of diluted earnings per share for the three and six
months ended June 30, 2015 because of anti-dilutive effects. The weighted average number of anti-dilutive common equivalents outstanding
(before the effects of the treasury stock method) was 271 and 9,637 for the three months ended June 30, 2015 and 2014, respectively,
and 194 and 9,886 for the six months ended June 30, 2015 and 2014, respectively. These amounts are not included in the calculation
of weighted average common shares outstanding.
Note 3 – Business Acquisitions
On January 8, 2015 the Company completed the purchase of all
of the outstanding equity interests of Aptuit's Glasgow, UK business (“Glasgow”) for total consideration of $23,635.
The Glasgow facility will extend the Company’s capabilities to sterile injectable drug product pre-formulation, formulation
and clinical stage manufacturing. Glasgow has been assigned to the Drug Product Manufacturing (“DPM”) segment.
The following table summarizes the preliminary
allocation of the purchase price to the fair value of the net assets acquired:
| |
January 8, 2015 | |
Assets Acquired | |
| | |
Accounts receivable | |
$ | 3,395 | |
Prepaid expenses and other current assets | |
| 95 | |
Inventory | |
| 1,479 | |
Property and equipment | |
| 4,285 | |
Intangible assets | |
| 4,700 | |
Goodwill | |
| 13,656 | |
Other long term-assets | |
| 33 | |
Total assets acquired | |
$ | 27,643 | |
| |
| | |
Liabilities Assumed | |
| | |
Accounts payable and accrued expenses | |
$ | 1,544 | |
Deferred revenue | |
| 2,276 | |
Other long-term liabilities | |
| 188 | |
Total liabilities assumed | |
| 4,008 | |
Net assets acquired | |
$ | 23,635 | |
The goodwill of $13,656 is primarily attributed
to the synergies expected to arise after the acquisition and is not deductible for tax purposes.
On February 13, 2015 the Company completed the purchase of assets
and assumed certain liabilities of Aptuit's Solid State Chemical Information/West Lafayette, Indiana business (“SSCI”)
for total consideration of $36,021. SSCI brings extensive material science knowledge and technology and expands the Company’s
capabilities in analytical testing to include peptides, proteins and oligonucleotides. SSCI has been assigned to the Discovery
and Development Services (“DDS”) segment.
The following table summarizes the preliminary
allocation of the purchase price to the fair value of the net assets acquired:
| |
February 13, 2015 | |
Assets Acquired | |
| | |
Accounts receivable | |
$ | 2,327 | |
Prepaid expenses and other current assets | |
| 801 | |
Property and equipment | |
| 11,976 | |
Intangible assets | |
| 3,560 | |
Goodwill | |
| 18,055 | |
Other long term assets | |
| 171 | |
Total assets acquired | |
$ | 36,890 | |
| |
| | |
Liabilities Assumed | |
| | |
Accounts payable and accrued expenses | |
$ | 647 | |
Deferred revenue | |
| 222 | |
Total liabilities assumed | |
| 869 | |
Net assets acquired | |
$ | 36,021 | |
The goodwill of $18,055 is primarily attributed
to the synergies expected to arise after the acquisition and is deductible for tax purposes.
For both Glasgow and SSCI, final valuations
will be completed to determine the fair value of the acquired property and equipment and any identifiable intangibles, which may
result in changes to the above preliminary estimated fair values, as well as changes to the allocated goodwill.
Revenue and operating income from Glasgow
for the period January 9, 2015 to June 30, 2015 was $7,449 and $1,739, respectively. Revenue and operating income from SSCI for
the period ended February 13, 2015 to June 30, 2015 was $6,086 and $1,075, respectively.
The following table shows the unaudited
combined condensed pro forma statements of operations for the three and six months ended June 30, 2015 and 2014, respectively,
as if the Glasgow and SSCI acquisitions had occurred on January 1, 2014. This pro forma information does not purport to represent
what the Company’s actual results would have been if the acquisitions had occurred as of the date indicated or what such
results would be for any future periods.
| |
Three months ended June 30, 2014 | | |
Six Months Ended June
30,
2015 | | |
Six Months Ended June
30,
2014 | |
Total revenues | |
$ | 74,284 | | |
$ | 172,723 | | |
$ | 138,993 | |
Net Income | |
| 3,535 | | |
| 323 | | |
| 5,164 | |
Earnings per share: | |
| | | |
| | | |
| | |
Basic | |
$ | 0.11 | | |
$ | 0.01 | | |
$ | 0.16 | |
Diluted | |
$ | 0.11 | | |
$ | 0.01 | | |
$ | 0.16 | |
For the six month periods ended June 30,
2015 and 2014, pre-tax net income was adjusted by reducing expenses by $985 for acquisition related costs and by increasing expenses
by $985 for acquisition related costs, respectively.
For the six months ended June 30,
2015 pre-tax net income was adjusted by increasing expenses by $471 for purchase accounting related depreciation and
amortization. For the three and six months ended June 30, 2014 pre-tax net income was adjusted by increasing expenses by $700
and $1,400, respectively for purchase accounting related depreciation and amortization.
The Company funded the acquisitions
of SSCI and Glasgow utilizing the proceeds from a $75,000 senior secured credit agreement that was completed in October of
2014. The Company did not have sufficient cash on hand to complete these acquisitions as of January 1, 2014. For the purposes
of presenting the pro forma combined condensed statement of operations for the three and six months ended June 30, 2014, the
Company has included the assumption of bridge financing as of January 1, 2014 to fund the acquisition of SSCI and Glasgow as
of that date. The pro forma combined condensed statement of operations for the three and six months reflects the recognition
of interest expense on the assumed bridge financing for the period January 1, 2014 to June 30, 2014, using the rate of
interest that the Company paid on its senior secured credit facility. For the six months ended June 30, 2015, pre-tax net
income was adjusted by $0 and $98 of pro forma interest expense on the senior secured facility to assume that the amount had
been outstanding for the entire three and six month periods. For the three and six months ended June 30, 2014, pre-tax net
income was adjusted by $375 and $750, respectively, of pro forma interest expense on the senior secured facility.
Note 4 — Inventory
Inventory consisted of the following as of June 30, 2015 and
December 31, 2014:
| |
June 30, 2015 | | |
December 31, 2014 | |
Raw materials | |
$ | 28,040 | | |
$ | 24,298 | |
Work in process | |
| 8,586 | | |
| 4,563 | |
Finished goods | |
| 23,979 | | |
| 21,019 | |
Total inventories, at cost | |
$ | 60,605 | | |
$ | 49,880 | |
Note 5 –Debt
The following table summarizes long-term debt:
| |
June 30, 2015 | | |
December 31, 2014 | |
Convertible senior notes, net of unamortized debt discount | |
$ | 125,753 | | |
$ | 122,696 | |
Revolving credit facility | |
| 74,000 | | |
| 35,000 | |
Industrial development authority bond | |
| 2,080 | | |
| 2,390 | |
Capital leases – equipment & other | |
| 273 | | |
| 341 | |
| |
| 202,106 | | |
| 160,427 | |
Less current portion | |
| (455 | ) | |
| (447 | ) |
Total long-term debt | |
$ | 201,651 | | |
$ | 159,980 | |
The aggregate maturities of long-term debt, exclusive of unamortized
debt discount of $24,247 at June 30, 2015, are as follows:
2015 (remaining) | |
$ | 69 | |
2016 | |
| 448 | |
2017 | |
| 74,397 | |
2018 | |
| 150,349 | |
2019 | |
| 350 | |
Thereafter | |
| 740 | |
Total | |
$ | 226,353 | |
Convertible Senior Notes
On December 4, 2013, the Company completed
a private offering of $150,000 aggregate principal amount of 2.25% Cash Convertible Senior Notes (the “Notes”), dated
as of December 4, 2013 between the Company and Wilmington Trust, National Association, as Trustee. The Notes will mature
on November 15, 2018, unless earlier repurchased or converted into cash in accordance with their terms prior to such date and interest
is paid in arrears semiannually on each May 15 and November 15 at an annual rate of 2.25% beginning on May 15, 2014. The Notes
were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act").
The Notes are not convertible into the
Company's common stock or any other securities under any circumstances. Holders may convert their Notes solely into cash at their
option at any time prior to the close of business on the business day immediately preceding May 15, 2018 only under the following
circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2013 (and only during
such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or
not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar
quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day
period after any five consecutive trading day period in which the trading price per thousand dollars principal amount of Notes
for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's
common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or
after May 15, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders
may convert their Notes solely into cash at any time, regardless of the foregoing circumstances. Upon conversion, in lieu of receiving
shares of the Company's common stock, a holder will receive, per thousand dollars principal amount of Notes, an amount in cash
equal to the settlement amount, determined in the manner set forth in the indenture. The initial conversion rate is 63.9844 shares
of the Company's common stock per thousand dollars principal amount of Notes (equivalent to an initial conversion price of approximately
$15.63 per share of common stock). The conversion rate is subject to adjustment in some events as described in the Indenture but
will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the
maturity date, the Company has agreed to pay a cash make-whole premium by increasing the conversion rate for a holder who elects
to convert its Notes in connection with such a corporate event in certain circumstances as described in the indenture.
The Company may not redeem the Notes prior
to the maturity date, and no sinking fund is provided for the Notes.
The cash conversion feature of the Notes
(“Notes Conversion Derivative”) requires bifurcation from the Notes in accordance with ASC Topic 815, Derivatives
and Hedging, and is accounted for as a derivative liability. The fair value of the Notes Conversion Derivative at the time
of issuance of the Notes was $33,600 and was recorded as original debt discount for purposes of accounting for the debt component
of the Notes. This discount is amortized as interest expense using the effective interest method over the term of the Notes. For
the three and six months ended June 30, 2015, the Company recorded $1,542 and $3,057, respectively, of amortization of the debt
discount as interest expense based upon an effective rate of 7.69%.
The components of the Notes were as follows:
| |
June 30, 2015 | | |
December 31, 2014 | |
Principal amount | |
$ | 150,000 | | |
$ | 150,000 | |
Unamortized debt discount | |
| 24,247 | | |
| 27,304 | |
Net carrying amount of Notes | |
$ | 125,753 | | |
$ | 122,696 | |
In connection with the pricing of the Notes,
on November 19, 2013, the Company entered into cash convertible note hedge transactions (“Notes Hedges”) relating to
a notional number of shares of the Company's common stock underlying the Notes to be issued by the Company with two counterparties
(the "Option Counterparties"). The Notes Hedges, which are cash-settled, are intended to reduce the Company’s exposure
to potential cash payments that we are required to make upon conversion of the Notes in excess of the principal amount of converted
notes if our common stock price exceeds the conversion price. The Notes Hedges are accounted for as a derivative instrument in
accordance with ASC Topic 815. The aggregate cost of the note hedge transaction was $33,600.
At the same time, the Company also entered
into separate warrant transactions with each of the Option Counterparties initially relating, in the aggregate, to 9,598 shares
of the Company's common stock underlying the note hedge transactions. The cash convertible note hedge transactions are intended
to offset cash payments due upon any conversion of the Notes. However, the warrant transactions could separately have a dilutive
effect to the extent that the market price per share of the Company's common stock (as measured under the terms of the warrant
transactions) exceeds the applicable strike price of the warrants. The initial strike price of the warrants is $18.9440 per share,
which is 60% above the last reported sale price of the Company's common stock of $11.84 on November 19, 2013 and proceeds of $23,100
were received from the Option Counterparties from the sale of the warrants.
Aside from the initial payment of a
$33,600 premium to the Option Counterparties, the Company is not required to make any cash payments to the Option
Counterparties under the Note Hedges and will be entitled to receive from the Option Counterparties an amount of cash,
generally equal to the amount by which the market price per share of common stock exceeds the strike price of the Note Hedges
during the relevant valuation period. The strike price under the Note Hedges is initially equal to the conversion price of
the Notes. Additionally, if the market price per share of the Company's common stock, as measured under the warrant
transactions, exceeds the strike price of the warrants during the measurement period at the maturity of the warrants, the
Company will be obligated to issue to the Option Counterparties a number of shares of the Company's common stock in an amount
based on the excess of such market price per share of the Company's common stock over the strike price of the warrants. The
Company will not receive any proceeds if the warrants are exercised.
Neither the Notes Conversion Derivative
nor the Notes Hedges qualify for hedge accounting, thus any changes in the fair market value of the derivatives is recognized immediately
in the statement of operations. As of June 30, 2015 and June 30, 2014, the changes in fair market value of the Notes Conversion
Derivative and the Notes Hedges were equal, therefore there was no change in fair market value that was recognized in the statement
of operations.
The following table summarizes the fair
value and the presentation in the consolidated balance sheet:
| |
Location on Balance Sheet | |
June 30, 2015 | | |
December 31, 2014 | |
Notes Hedges | |
Other assets | |
$ | 81,157 | | |
$ | 58,928 | |
Notes Conversion Derivative | |
Other liabilities | |
$ | (81,157 | ) | |
$ | (58,928 | ) |
The Company’s convertible notes are not convertible into the Company’s common stock or any other
securities under any circumstances. Holders may convert their notes solely into cash at their option during any calendar
quarter commencing after the calendar quarter ending on December 31, 2013 (and only during such calendar quarter), if the
last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during
a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater
than or equal to 130% of the notes’ conversion price of $15.63, or $20.32, on each applicable trading day. Holders
of the notes may not convert their notes into cash during the quarter ending September 30, 2015, as the conditions for conversion
were not met based on the closing price of the our common stock during the 30 consecutive trading days ended June 30, 2015.
The average closing price for the Company’s common stock for the three months ended June 30, 2015 was $19.30.
Term Loan and Revolving Credit Facility
In April 2012, the Company entered into
a $20,000 credit facility consisting of a four-year, $5,000 term loan and a $15,000 revolving line of credit. In April 2014, the
Company utilized the balance of restricted cash to pay off the balance of the term loan, thereby eliminating the term loan liability.
In June 2014, the Company terminated the credit agreement while still maintaining the letters of credit, thus requiring the Company
to continue to maintain restricted cash to collateralize these letters of credit.
The balance required to be maintained as
restricted cash must be at least 110% of the maximum potential amount of the outstanding letters of credit. As of June 30,
2015, the Company had $2,111 of outstanding letters of credit secured by restricted cash of $3,000 and $960 of outstanding letters
of credit that were unsecured.
On October 24, 2014, the Company entered
into a $50,000 senior secured credit agreement (the “Credit Agreement”) consisting of a three-year, $50,000 revolving
credit facility, which includes a $15,000 sublimit for the issuance of standby letters of credit and a $5,000 sublimit for swing
line loans. The Credit Agreement also included an accordion feature that, subject to securing additional commitments from existing
lenders or new lending institutions, would have allowed the Company to increase the aggregate commitments under the Credit Agreement
by up to $10,000. On December 23, 2014, the Credit Agreement was amended to increase the available commitment to $75,000, increasing
and using the accordion feature in its entirety. The amount available to be borrowed under the Credit Agreement at June 30, 2015
was $40.
Borrowings made under the Credit Agreement
bear interest at (a) the one-month, three-month or six-month LIBOR rate (the “LIBOR Rate”) or (b) a base rate determined
by reference to the highest of (i) the Barclays Bank PLC prime rate, (ii) the United States federal funds rate plus 0.50% and (iii)
a daily rate equal to the one-month LIBOR Rate plus 1.0% (the “Base Rate”), plus an applicable margin of 2.25% per
annum for LIBOR Rate loans and 1.25% per annum for Base Rate loans. As of June 30, 2015 the interest rate on the Credit Agreement
was 2.54%.
The Credit Agreement contains financial
covenants, including maximum total leverage ratio and minimum consolidated current assets and extends for the remaining term of
the agreement. As of June 30, 2015, the Company was in compliance with its current financial covenants.
Refer to Note 15 for a discussion on the
Company’s subsequent financing in July of 2015.
Note 6 — Restructuring
and Impairment
In April 2015, the Company announced a
restructuring plan with respect to certain operations in the UK, within its Active Pharmaceutical Ingredients (“API”)
business segment. In connection with the restructuring plan, the Company expects to cease all operations at its Holywell, UK facility
effective in the fourth quarter or before December 31, 2015. The Company recorded $1,212 and $2,476 in charges for reduction in
force and termination benefits related to the UK facility during the three and six months ended June 30, 2015, respectively. In
conjunction with the Company’s actions to cease operations at its Holywell, UK facility, the Company also recorded property
and equipment impairment charges of $2,550 in the API segment in the first quarter of 2015. These charges are included under the
caption “impairment charges” on the consolidated statement of operations. The Company is in the process of assessing
which fixed assets will be transferred to other Company facilities. Equipment that will not be transferred or recovered through
sale may be subject to accelerated depreciation over the remaining operating period of the facility.
In the third quarter of 2014, the Company
recorded restructuring charges related to optimizing the Singapore facility’s footprint. In April 2014, the Company announced
a restructuring plan transitioning Discovery and Development Services (“DDS”) activities at its Syracuse, N.Y. site
to other sites within the Company and ceased operations in Syracuse, NY at the end of June 2014. The actions taken are consistent
with the Company’s ongoing efforts to consolidate its facility resources to more effectively utilize its discovery and development
resource pool and to further reduce its facility cost structure.
Restructuring charges for the three and
six months ended June 30, 2015 were $1,632 and $3,119, respectively, consisting primarily of UK termination charges and costs associated
with the transfer of continuing products from the Holywell facility to other manufacturing locations as well as, lease termination
and other charges associated with the previously announced restructuring at the Company’s Syracuse, NY facility.
The following table displays the restructuring activity and
liability balances for the six month period ended and as of June 30, 2015:
| |
Balance at January 1,
2015 | | |
Charges/ (reversals) | | |
Amounts Paid | | |
Foreign Currency Translation & Other Adjustments | | |
Balance at June 30, 2015 | |
| |
| | |
| | |
| | |
| | |
| |
Termination benefits and personnel realignment | |
$ | 226 | | |
$ | 2,476 | | |
| (254 | ) | |
| (52 | ) | |
$ | 2,396 | |
Lease termination and relocation charges | |
| 3,280 | | |
| 395 | | |
| (1,832 | ) | |
| (67 | ) | |
| 1,776 | |
Other | |
| – | | |
| 248 | | |
| (202 | ) | |
| (33 | ) | |
| 13 | |
Total | |
$ | 3,506 | | |
$ | 3,119 | | |
| (2,288 | ) | |
| (152 | ) | |
$ | 4,185 | |
Termination benefits and personnel realignment
costs relate to severance packages, outplacement services, and career counseling for employees affected by the restructuring. Lease
termination charges relate to estimated costs associated with exiting a facility, net of estimated sublease income.
Restructuring charges are included under
the caption “Restructuring charges” in the consolidated statements of operations for the three and six months ended
June 30, 2015 and 2014 and the restructuring liabilities are included in “Accounts payable and accrued expenses” and
“other long-term liabilities” on the consolidated balance sheets at June 30, 2015 and December 31, 2014.
Anticipated cash outflow related to the
restructuring reserves as of June 30, 2015 for the remainder of 2015 is approximately $2,505.
The Company is currently marketing its
Syracuse, NY facility for sale, within its DDS operating segment. The facility is classified as for held for sale in accordance
with ASC Topic 360, “Property, Plant and Equipment”, as amended by ASU 2014-08, “Reporting Discontinued Operations
and Disclosures of Components of an Entity”. The long-lived assets associated with the Syracuse, NY facility have been segregated
to a separate line item on the consolidated balance sheet until they are sold and depreciation expense on the location has ceased.
The carrying value of the facility is $1,132 at June 30, 2015.
Note 7 — Goodwill and Intangible Assets
The changes in the carrying amount of goodwill
for the six months ended June 30, 2015 were as follows:
| |
DDS | | |
API | | |
DPM | | |
Total | |
Balance as of December 31, 2014 | |
$ | - | | |
$ | 16,899 | | |
$ | 44,879 | | |
$ | 61,778 | |
Goodwill acquired | |
| 18,055 | | |
| - | | |
| 13,656 | | |
| 31,711 | |
Foreign exchange translation | |
| - | | |
| - | | |
| 555 | | |
| 555 | |
Balance as of June 30, 2015 | |
$ | 18,055 | | |
$ | 16,899 | | |
$ | 59,090 | | |
$ | 94,044 | |
The components of intangible assets are as follows:
| |
Cost | | |
Impairment | | |
Accumulated Amortization | | |
Net | | |
Amortization Period |
June 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
|
Patents and Licensing Rights | |
$ | 5,350 | | |
$ | (2,508 | ) | |
$ | (1,921 | ) | |
$ | 921 | | |
2-16 years |
Customer Relationships | |
| 39,605 | | |
| - | | |
| (2,793 | ) | |
| 36,812 | | |
5-20 years |
Trademarks | |
| 2,190 | | |
| - | | |
| (360 | ) | |
| 1,830 | | |
5 years |
Total | |
$ | 47,145 | | |
$ | (2,508 | ) | |
$ | (5,074 | ) | |
$ | 39,563 | | |
|
| |
Cost | | |
Impairment | | |
Accumulated Amortization | | |
Net | | |
Amortization Period |
December 31, 2014 | |
| | | |
| | | |
| | | |
| | | |
|
Patents and Licensing Rights | |
$ | 4,716 | | |
$ | (2,443 | ) | |
$ | (1,781 | ) | |
$ | 492 | | |
2-16 years |
Customer Relationships | |
| 32,315 | | |
| - | | |
| (1,679 | ) | |
| 30,636 | | |
5-20 years |
Trademarks | |
| 1,600 | | |
| - | | |
| (180 | ) | |
| 1,420 | | |
5 years |
Total | |
$ | 38,631 | | |
$ | (2,443 | ) | |
$ | (3,640 | ) | |
$ | 32,548 | | |
|
Amortization expense related to intangible
assets was $677 and $281 for the three months ended June 30, 2015 and 2014, respectively, and $1,427 and $392 for the six months
ended June 30, 2015 and 2014, respectively. The weighted average amortization period is 16.4 years.
The following chart represents estimated
future annual amortization expense related to intangible assets:
Year ending December 31, | |
| |
2015 (remaining) | |
$ | 1,385 | |
2016 | |
| 2,784 | |
2017 | |
| 2,784 | |
2018 | |
| 2,779 | |
2019 | |
| 2,599 | |
Thereafter | |
| 27,232 | |
Total | |
$ | 39,563 | |
Note 8 — Share-Based Compensation
During the three and six months ended June
30, 2015 and, the Company recognized total share based compensation cost of $1,464 and $3,019, respectively, as compared to total
share based compensation cost for the three and six months ended June 30, 2014 of $1,024 and $1,957, respectively.
The Company grants share-based compensation,
including restricted shares, under its 2008 Stock Option and Incentive Plan, as amended, as well as its 1998 Employee Stock Purchase
Plan, as amended (“ESPP”).
Restricted Stock
A summary of unvested restricted stock activity during the six
months ended June 30, 2015 is presented below:
| |
Number of Shares | | |
Weighted Average Grant Date Fair Value Per Share | |
Outstanding, January 1, 2015 | |
| 923 | | |
$ | 10.81 | |
Granted | |
| 384 | | |
$ | 16.28 | |
Vested | |
| (176 | ) | |
$ | 9.36 | |
Forfeited | |
| (99 | ) | |
$ | 8.75 | |
Outstanding, June 30, 2015 | |
| 1,032 | | |
$ | 13.28 | |
As of June 30, 2015, there was $11,319
of total unrecognized compensation cost related to unvested restricted shares. That cost is expected to be recognized over a weighted-average
period of 3.05 years. Of the 1,032 restricted shares outstanding, the Company currently expects all shares to vest.
Stock Options
The fair value of each stock option award
is estimated at the date of grant using the Black-Scholes valuation model based on the following assumptions:
| |
For the Six Months Ended | |
| |
June 30,
2015 | | |
June 30,
2014 | |
Expected life in years | |
| 5 | | |
| 5 | |
Risk free interest rate | |
| 1.59 | % | |
| 1.52 | % |
Volatility | |
| 42 | % | |
| 53 | % |
Dividend yield | |
| — | | |
| — | |
A summary of stock option activity under
the Company’s Stock Option and Incentive Plans during the six-month period ended June 30, 2015 is presented below:
| |
Number of Shares | | |
Weighted Average Exercise Price Per Share | | |
Weighted Average Remaining Contractual Term (Years) | | |
Aggregate Intrinsic Value | |
Outstanding, January 1, 2015 | |
| 1,804 | | |
$ | 6.18 | | |
| | | |
| | |
Granted | |
| 266 | | |
$ | 16.93 | | |
| | | |
| | |
Exercised | |
| (328 | ) | |
$ | 4.98 | | |
| | | |
| | |
Forfeited | |
| (169 | ) | |
$ | 5.66 | | |
| | | |
| | |
Expired | |
| — | | |
| — | | |
| | | |
| | |
Outstanding, June 30, 2015 | |
| 1,573 | | |
$ | 8.31 | | |
| 7.15 | | |
$ | 18,737 | |
Options exercisable, June 30, 2015 | |
| 971 | | |
$ | 5.86 | | |
| 6.15 | | |
$ | 13,932 | |
The weighted average fair value of stock
options granted for the six months ended June 30, 2015 and 2014 was $6.51 and $4.85, respectively. As of June 30, 2015, there was
$2,606 of total unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a
weighted-average period of 2.77 years. Of the 1,573 stock options outstanding, the Company currently expects all options to vest.
Employee Stock Purchase Plan
During the six months ended June 30, 2015
and 2014, 46 and 36 shares, respectively, were issued under the Company’s ESPP.
During the six months ended June 30, 2015
and 2014, cash received from stock option exercises and employee stock purchases under the ESPP was $2,087 and $1,519, respectively.
The excess tax benefit realized for the tax deductions from share based compensation was $1,727 and $1,080 for the six months ended
June 30, 2015 and 2014, respectively.
Note 9 — Operating Segment Data
The Company has organized its operations
into the Discovery and Development Services (“DDS”), API (“API”) and Drug Product Manufacturing (“DPM”)
segments. The DDS segment includes activities such as drug lead discovery, optimization, drug development and small scale commercial
manufacturing. API includes pilot to commercial scale manufacturing of active pharmaceutical ingredients and intermediates and
high potency and controlled substance manufacturing. DPM includes pre-formulation, formulation and process development through
commercial scale production of complex liquid-filled and lyophilized injectable formulations. Corporate activities include sales
and marketing and administrative functions, as well as research and development costs that have not been allocated to the operating
segments. Prior period disclosures have been adjusted to reflect the changes in reportable segments that took place in the third
quarter of 2014 in conjunction with the purchase of Oso Biopharmaceuticals Manufacturing, LLC (“OsoBio”).
The following table contains earnings data by operating segment,
reconciled to totals included in the unaudited condensed consolidated financial statements:
| |
Contract Revenue | | |
Milestone & Recurring Royalty Revenue | | |
Income (Loss) from Operations | | |
Depreciation and Amortization | |
For the three months ended June 30, 2015 | |
| | | |
| | | |
| | | |
| | |
DDS | |
$ | 23,363 | | |
$ | 1,787 | | |
$ | 7,431 | | |
$ | 2,134 | |
API | |
| 39,997 | | |
| 2,535 | | |
| 12,174 | | |
| 2,301 | |
DPM | |
| 21,866 | | |
| — | | |
| 3,080 | | |
| 1,842 | |
Corporate (b) | |
| — | | |
| — | | |
| (16,518 | ) | |
| — | |
Total | |
$ | 85,226 | | |
$ | 4,322 | | |
$ | 6,167 | | |
$ | 6,277 | |
| |
Contract Revenue (a) | | |
Milestone & Recurring Royalty Revenue | | |
Income (Loss) from Operations | | |
Depreciation and Amortization | |
For the three months ended June 30, 2014 | |
| | | |
| | | |
| | | |
| | |
DDS | |
$ | 19,125 | | |
$ | 4,239 | | |
$ | 2,686 | | |
$ | 1,761 | |
API | |
| 39,610 | | |
| 2,466 | | |
| 15,552 | | |
| 2,213 | |
DPM | |
| 2,739 | | |
| — | | |
| (409 | ) | |
| 290 | |
Corporate (b) | |
| — | | |
| — | | |
| (12,747 | ) | |
| — | |
Total | |
$ | 61,474 | | |
$ | 6,705 | | |
$ | 5,082 | | |
$ | 4,264 | |
| |
Contract Revenue | | |
Milestone & Recurring Royalty Revenue | | |
Income (Loss) from Operations | | |
Depreciation and Amortization | |
For the six months ended June 30, 2015 | |
| | | |
| | | |
| | | |
| | |
DDS | |
$ | 42,627 | | |
$ | 5,604 | | |
$ | 15,120 | | |
$ | 3,960 | |
API | |
| 77,845 | | |
| 5,403 | | |
| 20,005 | | |
| 4,723 | |
DPM | |
| 39,886 | | |
| — | | |
| 6,264 | | |
| 3,079 | |
Corporate (b) | |
| — | | |
| — | | |
| (33,992 | ) | |
| — | |
Total | |
$ | 160,358 | | |
$ | 11,007 | | |
$ | 7,397 | | |
$ | 11,762 | |
| |
Contract Revenue (a) | | |
Milestone & Recurring Royalty Revenue | | |
Income (Loss) from Operations | | |
Depreciation and Amortization | |
For the six months ended June 30, 2014 | |
| | | |
| | | |
| | | |
| | |
DDS | |
$ | 38,115 | | |
$ | 10,214 | | |
$ | 11,146 | | |
$ | 3,513 | |
API | |
| 69,370 | | |
| 4,774 | | |
| 25,633 | | |
| 3,938 | |
DPM | |
| 5,027 | | |
| — | | |
| (856 | ) | |
| 574 | |
Corporate (b) | |
| — | | |
| — | | |
| (23,376 | ) | |
| — | |
Total | |
$ | 112,512 | | |
$ | 14,988 | | |
$ | 12,547 | | |
$ | 8,025 | |
|
(a) |
A portion of the 2014 amounts
were reclassified from DDS to API to better align business activities within the Company’s reporting segments. This reclassification
impacted contract revenues for 2014. |
| (b) | The Corporate entity consists primarily of the general
and administrative activities of the Company. |
The following table summarizes other information by segment
as of and for the six month period ended June 30, 2015:
| |
DDS | | |
API | | |
DPM | | |
Total | |
Long-lived assets | |
$ | 76,605 | | |
$ | 102,058 | | |
$ | 129,989 | | |
$ | 308,652 | |
Total assets | |
| 171,191 | | |
| 294,100 | | |
| 137,293 | | |
| 602,584 | |
Goodwill included in total assets | |
| 18,055 | | |
| 16,899 | | |
| 59,090 | | |
| 94,044 | |
Investments in unconsolidated affiliates | |
| 956 | | |
| — | | |
| — | | |
| 956 | |
Capital expenditures | |
| 2,433 | | |
| 3,929 | | |
| 1,179 | | |
| 7,541 | |
The following table summarizes other information by segment
as of and for the six month period ended June 30, 2014:
| |
DDS | | |
API | | |
DPM | | |
Total | |
Long-lived assets | |
$ | 62,712 | | |
$ | 94,738 | | |
$ | 6,383 | | |
$ | 163,833 | |
Total assets | |
| 265,810 | | |
| 241,708 | | |
| 12,632 | | |
| 520,150 | |
Goodwill included in total assets | |
| — | | |
| 16,866 | | |
| — | | |
| 16,866 | |
Investments in unconsolidated affiliates | |
| 956 | | |
| — | | |
| — | | |
| 956 | |
Capital expenditures | |
| 1,823 | | |
| 4,136 | | |
| 487 | | |
| 6,446 | |
Note 10 — Financial Information by Customer Concentration
and Geographic Area
Total percentages of contract revenues
by each segment’s three largest customers for the three and six months ended June 30, 2015 and June 30, 2014 are indicated
in the following table:
| |
Three Months Ended June 30, | |
Six Months Ended June 30, |
| |
2015 | |
2014 | |
2015 | |
2014 |
DDS | |
10%, 8%, 4% | |
10%, 9%, 7% | |
11%, 9%, 4% | |
8%, 8%, 8% |
API | |
23%, 12%, 10% | |
14%, 12%, 10% | |
24%, 14%, 10% | |
24%, 15%, 10% |
DPM | |
20%, 12%, 7% | |
34%, 18%, 11% | |
16%, 12%, 7% | |
46%, 27%, 20% |
Total contract revenue from GE Healthcare
(“GE”), represented 11% and 13% of total contract revenue for the three and six months ended June 30, 2015, respectively.
Total contract revenue from GE represented 9% and 14% of total contract revenue for the three and six months ended June 30, 2014,
respectively.
The Company’s total contract revenue
for the three and six months ended June 30, 2015 and 2014 was recognized from customers in the following geographic regions:
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
United States | |
| 68 | % | |
| 71 | % | |
| 69 | % | |
| 67 | % |
Europe | |
| 24 | | |
| 15 | | |
| 24 | | |
| 20 | |
Asia | |
| 6 | | |
| 8 | | |
| 5 | | |
| 8 | |
Other | |
| 2 | | |
| 6 | | |
| 2 | | |
| 5 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 100 | % | |
| 100 | % | |
| 100 | % | |
| 100 | % |
Long-lived assets by geographic region
are as follows:
| |
June 30, 2015 | | |
December 31, 2014 | |
United States | |
$ | 153,208 | | |
$ | 144,490 | |
Asia | |
| 14,720 | | |
| 14,986 | |
Europe | |
| 7,126 | | |
| 5,999 | |
Total long-lived assets | |
$ | 175,054 | | |
$ | 165,475 | |
Note 11 — Legal Proceedings and Other
The Company, from time to time, may be
involved in various claims and legal proceedings arising in the ordinary course of business. Except as noted below, the Company
is not currently a party to any such claims or proceedings which, if decided adversely to the Company, would either individually
or in the aggregate have a material adverse effect on the Company’s business, financial condition, results of operations
or cash flows.
On November 12, 2014, a purported class
action lawsuit, John Gauquie v. Albany Molecular Research, Inc., et al., No. 14-cv-6637, was filed against the Company and
certain of its current and former officers in the United States District Court for the Eastern District of New York. The
complaint alleges claims under the Securities Exchange Act of 1934 arising from the Company’s August 5, 2014 announcement
of its financial results for the second quarter of 2014, including that the OsoBio New Mexico facility experienced a power interruption
in July 2014, which would have a material impact on the Company’s results. The complaint alleges that the price of
the Company’s stock was artificially inflated between August 5, 2014 and November 5, 2014, and seeks certification as a class
action, unspecified monetary damages and attorneys’ fees and costs.
Insurance Recovery
During the three months ended June 30, 2015, the Company received
a business interruption insurance recovery of $600, relating to the OsoBio facility. This amount was recorded as Other income in
the Condensed Consolidated Statements of Operations. The Company has submitted additional claims related to this event, which are
currently under evaluation by the carrier. The ultimate outcome of the claims are unknown at this time.
Note 12 – Fair Value
The Company uses a framework for measuring
fair value in generally accepted accounting principles and making disclosures about fair value measurements. A three-tiered
fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value.
These tiers include:
Level 1 – defined as quoted prices in
active markets for identical instruments;
Level 2 – defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable; and
Level 3 – defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company determines the fair value of its
financial instruments using the following methods and assumptions:
Cash and cash equivalents, restricted cash,
receivables, and accounts payable: The carrying amounts reported in the consolidated balance sheets approximate their
fair value because of the short maturities of these instruments.
Convertible senior notes, derivatives and hedging instruments:
The fair values of the Company’s Notes, which differ from their carrying values, are influenced by interest rates and the
Company's stock price and stock price volatility and are determined by prices for the Notes observed in market trading, which are
level 2 inputs. The estimated fair value of the Notes at June 30, 2015 was $208,313. The Notes Hedges and the Notes Conversion
Derivative are measured at fair value using level 2 inputs. These instruments are not actively traded and are valued using an option
pricing model that uses observable market data for all inputs, such as implied volatility of the Company's common stock, risk-free
interest rate and other factors.
Long-term debt, other than convertible senior
notes: The carrying value of long-term debt approximated fair value at June 30, 2015 due to the resetting dates of the
variable interest rates.
Note 13 – Accumulated Other Comprehensive Loss, Net
The activity related to accumulated other comprehensive loss, net
was as follows:
| |
Pension and postretirement benefit plans | | |
Foreign currency adjustments | | |
Total Accumulated Other Comprehensive Loss | |
Balance at December 31, 2014, net of tax | |
$ | (6,374 | ) | |
$ | (8,060 | ) | |
$ | (14,434 | ) |
Net current period change, net of tax | |
| 308 | | |
| 596 | | |
| 904 | |
Balance at June 30, 2015, net of tax | |
$ | (6,066 | ) | |
| (7,464 | ) | |
| (13,530 | ) |
The following table provides additional details of the amounts recognized
into net earnings from accumulated other comprehensive loss, net:
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, 2015 | | |
June 30, 2014 | | |
June 30, 2015 | | |
June 30, 2014 | |
Actuarial losses (a) | |
$ | 237 | | |
$ | 156 | | |
$ | 474 | | |
$ | 312 | |
Total before tax effect | |
| 237 | | |
| 156 | | |
| 474 | | |
| 312 | |
Tax benefit on amounts reclassified into earnings | |
| (83 | ) | |
| (55 | ) | |
| (166 | ) | |
| (110 | ) |
| |
$ | 154 | | |
$ | 101 | | |
$ | 308 | | |
$ | 202 | |
(a) Amounts represent
amortization of net actuarial loss from shareholders’ equity into postretirement benefit plan cost. This amount was primarily
recognized as cost of contract revenue in the consolidated statement of operations.
Note 14 – Employee Benefit Plans
In the first quarter of 2014, the union ratified
an action to settle the medical component of the post-retirement plan, significantly reducing the level of benefits available to
the participants. As a result, the Company recorded $1,285 of operating income in the first quarter of 2014 due to the settlement
of this obligation.
Note 15 – Subsequent Events
Acquisition
On July 16, 2015, the Company acquired
all the outstanding shares (“the Transaction”) of Grupo Farmaceutico, S.L (“Gadea”), a privately-held
company located in Valladolid, Spain, specializing in technically complex active pharmaceutical ingredients (APIs) and finished
drug product. The purchase price was $174,000, including the issuance of approximately 2,200 shares of common stock, valued
at $43,800, with the balance comprised of $97,000 in cash and the assumption of $33,200 of debt.
Gadea operates a highly regarded API and
finished dose development and manufacturing business with 2014 revenue of approximately $83,000. Gadea is expected to continue
to operate independently within the Company's API and DPM segments.
Subsequent Financing
On July 16, 2015, the Company entered into
a $230,000 senior secured credit agreement (the “Amended Credit Agreement”) with Barclays Bank PLC, as Administrative
Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and the lenders party thereto.
The Amended Credit Agreement, subject to the
terms and conditions set forth therein, provides for a $200,000 six-year term loan and a $30,000 five-year revolving credit facility,
which includes a $15,000 sublimit for the issuance of standby letters of credit and a $5,000 sublimit for swingline loans. The
Amended Credit Agreement also includes an accordion feature that, subject to securing additional commitments from existing lenders
or new lending institutions, will allow the Company to increase the aggregate commitments under the Amended Credit Agreement by
up to $60,000 (plus, to the extent utilized to effect an increase to the revolving credit facility, an additional $20,000), plus
an unlimited amount subject to compliance with a pro forma secured net leverage ratio. The Company expects to use the proceeds
of any borrowings under the Amended Credit Agreement for the Transaction, working capital and other general corporate purposes
of the Company and its subsidiaries, subject to the terms and conditions set forth in the Amended Credit Agreement.
At the Company’s election, loans made
under the Credit Agreement will initially bear interest at the Adjusted Eurodollar Rate (as defined below) plus 4.75% or the Base
Rate (as defined below) plus 3.75%. Upon achievement of a certain senior secured leverage ratio, the rates will step down to 4.50%
and 3.50%, respectively. The Base Rate means, for any day, a fluctuating rate per annum equal to the highest of (i) the federal
funds rate plus ½ of 1.00%, (ii) the prime rate in effect on such day and (iii) the Adjusted Eurodollar Rate for a one month
interest period beginning on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00%;
provided that, in the case of the term loans, the Base Rate shall at all times be deemed to be not less than the 2.00%. The Adjusted
Eurodollar Rate means for the interest period for each Eurodollar loan comprising part of the same group, the quotient obtained
(expressed as a decimal, carried out to five decimal places) by dividing (i) the applicable Eurodollar rate for such interest period
by (ii) 1.00% minus the Eurodollar reserve percentage; provided that, in the case of the term loans only, the Adjusted Eurodollar
Rate shall at all times be deemed to be not less than 1.00%.
The Amended Credit Agreement includes a springing
maturity provision such that the loans under the Amended Credit Agreement will mature 6 months prior to the maturity date of the
Notes if more than $25,000 of the Notes are outstanding and the secured leverage ratio is greater than 1.50:1.00 on such date.
The Amended Credit Agreement is currently being syndicated.
The borrowings under the Amended Credit Agreement
are prepayable at the option of the Company, subject to a 1.00% prepayment premium in certain circumstances if prepaid within the
first six months, and otherwise without premium or penalty (other than customary breakage costs for Eurodollar loans). Amounts
prepaid under the term loan facility are not available for reborrowing, but amounts prepaid under the revolving credit facility
are available for reborrowing unless the Company decides to permanently reduce the commitments under the revolving credit facility,
subject to the terms and conditions of the Amended Credit Agreement.
In connection with the Transaction, the Company
fully paid off amounts owed under the Revolver and expects to use the additional financing for general corporate purposes.
The obligations under the Amended Credit Agreement
are guaranteed by each material domestic subsidiary of the Company (each a “Guarantor”) and are secured by first priority
liens on, and security interests in, substantially all of the present and after-acquired assets of the Company and each Guarantor
subject to certain customary exceptions.
The Amended Credit Agreement contains customary
representations and warranties relating to the Company and its subsidiaries. The Amended Credit Agreement also contains certain
affirmative and negative covenants including negative covenants that limit or restrict, among other things, liens, indebtedness,
investments and acquisitions, mergers and fundamental changes, asset sales, restricted payments, changes in the nature of the business,
transactions with affiliates and other matters customarily restricted in such agreements. The Amended Credit Agreement is also
subject to certain customary “Market Flex” provisions, which, if utilized, could alter certain of the terms.
Termination of Shareholder Rights Agreement
On August 5, 2015, the Company and Computershare, Inc., a Delaware
corporation, successor-in-interest to Computershare Shareowner Services LLC (the “Rights Agent”) entered into an amendment
and termination (the “Amendment”) of the Shareholder Rights Agreement, dated as of July 27, 2012, by and between the
Company and the Rights Agent (the “Rights Agreement”). The Amendment accelerates the final expiration date of the Company’s
preferred share purchase rights issued under the Rights Agreement. As a result of the Amendment, the preferred share purchase rights
expired and the Rights Agreement terminated effective as of the close of business on August 5, 2015.
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion of our results of
operations and financial condition should be read in conjunction with the accompanying Condensed Consolidated Financial Statements
and the Notes thereto included within this report. This quarterly report on Form 10-Q contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements may be identified by forward-looking words such as “may,” “could,”
“should,” “would,” “will,” “intend,” “expect,” “anticipate,”
“believe,” and “continue” or similar words, and include, but are not limited to, statements concerning
the Company’s relationship with its largest customers, trends in pharmaceutical and biotechnology companies’ outsourcing
of manufacturing services and chemical research and development, including softness in these markets, the effects of the reduction
and cessation of royalties on Allegra products in 2015 and the expiration of such patents, 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, expected benefits from past or future acquisitions, including Cedarburg Pharmaceuticals, Inc. (“Cedarburg”),
the Glasgow, UK business (“Glasgow”), our SSCI/West Lafayette business (“SSCI”), Oso Biopharmaceuticals
Manufacturing, LLC (“OsoBio”) and Gadea Pharmaceutical Group (“Gadea”), 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, earnings, contract revenues, costs and margins, statements regarding pending
litigation matters, government regulation, customer spending and business trends, foreign operations, including increasing options
and solutions for customers, business growth and the expansion of the Company’s global market, clinical supply manufacturing,
management’s strategic plans, drug discovery, product commercialization, license arrangements, research and development projects
and expenses, revenue and expense expectations for future periods, long-lived asset impairment, pension and postretirement benefit
costs, competition and tax rates. Readers are cautioned that these forward-looking statements are only predictions and are subject
to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely
from those expressed in any forward-looking statements. Factors that could cause such differences include, but are not limited
to, those discussed in Part I, Item 1A, “Risk Factors”, of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2014, as filed with the Securities and Exchange Commission on March 16, 2015, and Part II, Item 1A,
“Risk Factors,” in this Quarterly Report on Form 10-Q. All forward-looking statements are made as of the date of this
report, and we do not undertake to update any such forward-looking statements in the future, except as required by law. References
to “AMRI”, the “Company,” “we,” “us,” and “our,” refer to Albany Molecular
Research, Inc. and its subsidiaries, taken as a whole.
Overview
We may consider additional
acquisitions that enhance or complement our existing service offerings. In addition to growing organically, any acquisitions would
generally be expected to contribute to AMRI’s growth by integrating with and expanding our current services, or adding services
within the drug discovery, development and manufacturing life cycle. During 2015, we have entered into development transactions
with Gadea in July, SSCI in February and Glasgow in January that impacted our results of operations and will continue to have an
impact on our future operations.
We are a leading global
contract research and manufacturing organization providing customers fully integrated drug discovery, development, and manufacturing
services. We supply a broad range of services and technologies supporting the discovery and development of pharmaceutical products,
the manufacturing of active pharmaceutical ingredients and the manufacturing of drug product for new and generic drugs, as well
as research, development and manufacturing for the agrochemical and other industries. With locations in the United States, Europe,
and Asia, we maintain geographic proximity to our customers and flexible cost models.
We continue to integrate our research and manufacturing
facilities worldwide, increasing our access to key global markets and enabling us to provide our customers with a flexible combination
of high quality services and competitive cost structures to meet their individual outsourcing needs. Our service offerings
range from early stage discovery through formulation and manufacturing. We believe that the ability to partner with a single provider
is of significant benefit to our customers as we are able to provide them with a more efficient transition of experimental compounds
through the research and development process, ultimately reducing the time and cost involved in bringing these compounds from concept
to market. Compounds discovered and/or developed in our contract research facilities can then be more easily transitioned to production
at our large-scale manufacturing facilities for use in clinical trials and, ultimately, commercial sales if the product meets regulatory
approval.
In addition to providing an integrated services
model for outsourcing, we offer our customers the option of insourcing. With our world class expertise in managing high performing
groups of scientists, this option allows us to embed our scientists into the customer’s facility allowing the customer to
cost-effectively leverage their unused laboratory space.
As our customers continue to seek innovative
new strategies for R&D efficiency and productivity, we are aggressively realigning our business and resources to address their
needs. We use a cross-functional approach that maximizes the strengths of both insourcing and outsourcing, by leveraging the Company’s
people, know-how, facilities, expertise and global project management to provide exactly what is needed across the discovery, development
or manufacturing process. We have also streamlined our sales and marketing organization to optimize cross-selling opportunities
and have enhanced our commitment to quality with the appointment of key personnel, underscoring our dedication to client service.
Our improved organizational structure, combined with more focused marketing efforts, should enable us to continue to drive long
term growth and profitability.
Over the last few years, we have implemented
a number of organizational and rationalization initiatives and acquired new businesses to better align our operations to most efficiently
support our customer’s needs and grow our revenue and overall profitability. The goal of these restructuring activities has
been to advance our strategy of increasing global competitiveness and managing costs by aligning resources to meet shifting customer
demand and market preferences, while optimizing our location footprint. Our acquisitions enhance and complement our existing service
offerings and are expected to contribute to our growth.
Our backlog of open manufacturing orders and
accepted service contracts was $176.7 million at June 30, 2015 as compared to $116.8 million at June 30, 2014. Our manufacturing
and services contracts are completed over varying durations, from short to extended periods of time.
We believe our aggregate backlog as of any
date is not necessarily a meaningful indicator of our future results for a variety of reasons. First, contracts vary in duration,
and therefore the timing and amount of revenues recognized from backlog can vary from period to period. Second, the Company’s
manufacturing and services contracts are of a nature that a customer may, at its option, cancel or delay the timing of delivery,
which would change our projections concerning the timing and extent to which revenue may be recognized. In addition, the value
of the Company’s services contracts that are conducted on a time and materials or full-time equivalent basis are based on
estimates, from which actual revenue generated could vary. Finally, there is no assurance that projects included in backlog will
not be terminated or delayed at any time by customers or regulatory authorities. We cannot provide any assurance that we will be
able to realize all or most of the net revenues included in backlog or estimate the portion to be filled in the current year.
Results of Operations – Three and Six Months ended June 30, 2015 Compared to Three and Six Months Ended June 30, 2014
Our total revenue for the quarter ended June
30, 2015 was $89.5 million, which included $85.2 million from our contract service business and $4.3 million from royalties on
sales of Allegra/Telfast and certain products sold by Allergan. Consolidated gross margin was 24.1% for the quarter ended June
30, 2015 as compared to 26.7% for the quarter ended June 30, 2014. Our net income was $2.3 million and $0.1 million during the
three and six months ended June 30, 2015, respectively.
During the six months ended June 30, 2015,
cash provided by operations was $20.0 million compared to cash provided by operations of $4.4 million for the same period of 2014.
The increase in cash provided by operations was primarily driven by an increase in accounts payable and accrued expenses and a
decrease in accounts receivable balances during the period. During the six months ended June 30, 2015, we spent $7.6 million on
capital expenditures, primarily related to growth and maintenance of our existing facilities. During the six months ended June
30, 2015, we spent $23.5 million to acquire Glasgow and $36.1 million to acquire SSCI. A significant portion of the cash spent
on acquisitions, $39.0 million, was in the form of increased borrowings under our credit facility.
Operating Segment Data
We’ve organized our operations
into the Discovery and Development Services (“DDS”), API (“API”) and Drug Product Manufacturing (“DPM”)
segments. DDS includes activities such as drug lead discovery, optimization, drug development and small scale commercial manufacturing.
API includes pilot to commercial scale manufacturing of active pharmaceutical ingredients and intermediates and high potency and
controlled substance manufacturing. DPM includes pre-formulation, formulation and process development through commercial scale
production of complex liquid-filled and lyophilized injectable formulations. Corporate activities include sales and marketing
and administrative functions, as well as research and development costs that have not been allocated to the operating segments.
Prior period disclosures have been adjusted to reflect the changes in reportable segments that took place in the third quarter
of 2014 in conjunction with the purchase of OsoBio.
A portion of 2014 contract revenue and cost
of revenue was reclassified from DDS to API to better align with the business activities within our reporting segments.
Revenue
Total contract revenue
Contract revenue consists primarily of fees
earned under manufacturing or service contracts with third-party customers. Our contract revenues for each of our DDS, API and
Drug Product segments were as follows:
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
(in thousands) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
DDS | |
$ | 23,363 | | |
$ | 19,125 | | |
$ | 42,627 | | |
$ | 38,115 | |
API | |
| 39,997 | | |
| 39,610 | | |
| 77,845 | | |
| 69,370 | |
DPM | |
| 21,866 | | |
| 2,739 | | |
| 39,886 | | |
| 5,027 | |
Total | |
$ | 85,226 | | |
$ | 61,474 | | |
$ | 160,358 | | |
$ | 112,512 | |
DDS contract revenue for the three months ended
June 30, 2015 increased primarily due to incremental revenue from our acquisition of the SSCI business in February 2015, which
provided $4.1 million of incremental revenues during the period. For the six months ended June 30, 2015, DDS revenues increased
primarily due to the incremental revenue from our acquisition of the SSCI business with incremental revenues of $6.1 million during
the period and increased demand in our Singapore chemistry services, partially offset by decreases in U.S. small scale development
and U.S. chemistry services. We currently expect DDS revenue for full year 2015 to increase from amounts in 2014 driven by improved
facility utilization at all of our sites as well as incremental revenue from our acquisition of the SSCI business.
API contract revenue for the three months ended
June 30, 2015 was consistent with the same period in 2014. API contract revenue for the six months ended June 30, 2015 increased
from 2014 primarily due to an increase in commercial demand at our existing large scale facilities in India as well as $9.1 million
of incremental revenue from the Cedarburg acquisition which we completed in April 2014. These increases were partially offset by
a decrease in demand in large-scale services at our facility in the U.K. We currently expect continued growth in API contract revenue
for full year 2015 due to on-going demand for our commercial and clinical manufacturing services worldwide, and incremental revenue
from Cedarburg and our acquisition of Grupo Farmaceutico, S.L (“Gadea”) in July 2015.
DPM contract revenue for the three and six
months ended June 30, 2015 increased from 2014 due to $13.2 and $24.5 million, respectively, in revenue from the July 2014 acquisition
of OsoBio, $3.5 and $7.5 million, respectively, from our acquisition of the Glasgow, U.K. facility in January 2015, and increased
demand at our Burlington, MA facility. We currently expect continued growth in DPM contract revenue for full year 2015 due to a
full year of revenue from OsoBio, the incremental revenue from our Glasgow, U.K. facility and continued demand at our Burlington
facility and incremental revenue from our acquisition of Gadea in July 2015.
Recurring royalty revenue
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | |
| | |
| | |
| |
$ | 4,322 | | |
$ | 6,705 | | |
$ | 11,007 | | |
$ | 14,988 | |
Our recurring royalties consist of worldwide
sales of Allegra/Telfast and Sanofi over-the-counter product and authorized generics. Additionally, we earn recurring royalty revenue
in conjunction with a Development and Supply Agreement with Allergan.
Recurring royalties decreased during the three
and six months ended June 30, 2015 as compared to 2014 as a result of continued patent expirations associated with Allegra/Telfast.
These amounts were partially offset by an increase in Allergan royalties during the periods. We currently expect full year 2015
recurring royalties to decline due to the expiration of the patents underlying the Allegra royalties in the second quarter of 2015.
The recurring royalties we receive on the sales
of Allegra/Telfast have historically provided a material portion of our revenues, earnings and operating cash flows. All patents
covered by our license agreements have expired as of June 30, 2015, and we will not receive any additional royalties on the sales
of fexofenadine product in future periods. We continue to develop our business in an effort to supplement the revenues, earnings
and operating cash flows that have historically been provided by Allegra/Telfast royalties.
Costs and Expenses
Cost of contract revenue
Cost of contract revenue consists of compensation and associated
fringe benefits for employees, chemicals, depreciation and other indirect project related costs. Cost of contract revenue for our
DDS, API and DPM segments were as follows:
Segment | |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
(in thousands) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
DDS | |
$ | 17,438 | | |
$ | 15,428 | | |
$ | 32,194 | | |
$ | 31,055 | |
API | |
| 28,434 | | |
| 26,469 | | |
| 57,017 | | |
| 49,714 | |
DPM | |
| 18,796 | | |
| 3,141 | | |
| 33,596 | | |
| 5,879 | |
Total | |
$ | 64,668 | | |
$ | 45,038 | | |
$ | 122,807 | | |
$ | 86,648 | |
| |
| | | |
| | | |
| | | |
| | |
DDS Gross Margin | |
| 25.4 | % | |
| 19.3 | % | |
| 24.5 | % | |
| 18.5 | % |
API Gross Margin | |
| 28.9 | % | |
| 33.2 | % | |
| 26.8 | % | |
| 28.3 | % |
DPM Gross Margin | |
| 14.0 | % | |
| (14.7 | )% | |
| 15.8 | % | |
| (16.9 | )% |
Total Gross Margin | |
| 24.1 | % | |
| 26.7 | % | |
| 23.4 | % | |
| 23.0 | % |
DDS contract revenue gross margin percentage
increased for the three and six months ended June 30, 2015 compared to the same periods in 2014. This increase is primarily due
to cost reduction initiatives and facility optimization and also due to the addition of higher margin revenues at our SSCI facility.
We currently expect DDS contract margin for 2015 to improve over amounts recognized in 2014 primarily due to the full year benefit
of previous cost reduction initiatives and facility optimization as well as higher margin revenues from our acquisition of the
SSCI business.
API contract revenue gross margin percentage
decreased for the three and six months ended June 30, 2015 compared to the same periods in 2014 due to a decrease in higher margin
commercial sales during the second quarter of 2015.We currently expect improvement in API contract margins for 2015 driven by an
increase in capacity utilization at all of our large-scale facilities worldwide.
DPM contract revenue gross margin percentage
increased for the three and six months ended June 30, 2015 compared to the same periods in 2014 primarily due to the addition of
revenue from OsoBio, which was acquired in July 2014, the benefit of the Glasgow business acquired in January 2015 and increased
utilization at our Burlington, MA facility. We currently expect continued improvement in DPM contract margins for 2015 driven by
these factors and also by increased overall capacity utilization.
Technology incentive award
We maintain a Technology Development Incentive
Plan, the purpose of which is to stimulate and encourage novel innovative technology developments by our employees. This plan allows
eligible participants to share in a percentage of the net revenue earned by us relating to patented technology with respect to
which the eligible participant is named as an inventor or made a significant intellectual contribution. To date, the royalties
from Allegra are the main driver of the awards. These royalties from Allegra have ceased as of June 30, 2015 due to the expiration
of underlying patents. The incentive awards were as follows:
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | | |
| | | |
| | | |
| | |
$ | 179 | | |
$ | 424 | | |
$ | 560 | | |
$ | 1,017 | |
Technology incentive award expense decreased
for the three and six months ended June 30, 2015 as compared to the same periods in the prior year due to the decrease in Allegra
recurring royalty revenue as discussed above.
Research and development
Research and development (“R&D”)
expense consists of compensation and benefits for scientific personnel for work performed on proprietary technology R&D projects,
costs of chemicals, materials, outsourced activities and other out of pocket costs and overhead costs.
Our R&D activities are primarily accounted
for in our API segment and relate to the potential manufacture of new products, the development of processes for the manufacture
of generic products with commercial potential, and the development of alternative manufacturing processes.
Research and development expenses were as follows:
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | | |
| | | |
| | | |
| | |
$ | 384 | | |
$ | 128 | | |
$ | 875 | | |
$ | 207 | |
R&D expense for the three and six months
ended June 30, 2015 increased compared to the same periods in 2014 relating primarily to development efforts towards new niche
generic products. We currently expect full year 2015 R&D expense to be higher than 2014 in line with our strategy.
Selling, general and administrative
Selling, general and administrative (“SG&A”)
expenses consist of compensation and related fringe benefits for sales, marketing, operational and administrative employees, professional
service fees, marketing costs and costs related to facilities and information services. SG&A expenses were as follows:
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | | |
| | | |
| | | |
| | |
$ | 16,518 | | |
$ | 12,747 | | |
$ | 33,992 | | |
$ | 23,376 | |
SG&A expenses for the three and six months
ended June 30, 2015 increased compared to the same periods in 2014 primarily due to costs associated with investments made to grow
the business, merger and acquisition activities, including the acquisitions of Glasgow and SSCI, full period SG&A costs from
our OsoBio and Cedarburg facilities, as well as incremental SG&A costs, including amortization of identifiable intangible assets,
from the acquired businesses. We currently expect SG&A expenses for 2015 to increase due to a full year of operations at our
Cedarburg and OsoBio locations and incremental costs as a result of the acquisitions of Glasgow and SSCI in early 2015 and Gadea
in July 2015, but to remain relatively consistent as a percentage of revenue when compared to 2014.
Postretirement benefit plan settlement gain
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | | |
| | | |
| | | |
| | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (1,285 | ) |
In the first quarter of 2014, we recognized
a gain on settlement of post-retirement liability in the API segment.
Restructuring
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | | |
| | | |
| | | |
| | |
$ | 1,632 | | |
$ | 1,042 | | |
$ | 3,119 | | |
$ | 1,272 | |
In the first quarter of 2015, we announced a proposal, subject to
consultation with our U.K. workforce, to close our U.K. facility in Holywell, Wales, within the API segment. Following the consultation
process, on April 2, 2015, we announced a restructuring plan and expectation to cease operations at the Holywell facility by December
31, 2015. These actions taken are consistent with our ongoing efforts to consolidate our facility resources to more effectively
utilize our resource pool and to further reduce our facility cost structure.
Restructuring charges for the three and six
months ended June 30, 2015 consisted primarily of U.K. termination charges and costs associated with the transfer of continuing
products from the Holywell, Wales facility to our other manufacturing locations as well as lease termination and other charges
associated with the previously announced restructuring at our Syracuse, NY facility.
Restructuring charges for the three and six
months ended June 30, 2014 consisted primarily of termination benefits and personnel realignment costs associated with the Syracuse,
N.Y. site.
Impairment Charges
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | | |
| | | |
| | | |
| | |
$ | - | | |
$ | 3,718 | | |
$ | 2,615 | | |
$ | 3,718 | |
In the first quarter of 2015, we recorded property
and equipment impairment charges of $2.6 million in our API segment associated with the Company’s decision to cease operations
at our U.K. facility in Holywell, Wales.
In the second quarter of 2014, we recorded
property and equipment charges of $3.7 million in our DDS segment associated with the Company’s decision to cease operations
at our Syracuse, New York facility.
Interest expense, net
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
(in thousands) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Interest expense | |
$ | (3,185 | ) | |
$ | (3,065 | ) | |
$ | (6,226 | ) | |
$ | (5,684 | ) |
Interest income | |
| 6 | | |
| - | | |
| 12 | | |
| 3 | |
Interest expense, net | |
$ | (3,179 | ) | |
$ | (3,065 | ) | |
$ | (6,214 | ) | |
$ | (5,681 | ) |
Net interest expense increased for the three
and six months ended June 30, 2015 from the same period in 2014 primarily due to increased levels of outstanding debt used to finance
our acquisitions as well as an increase in amortization of deferred financing costs related to our credit facility.
Other income (expense), net
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| (in thousands) | |
$ | 634 | | |
$ | (192 | ) | |
$ | 1,103 | | |
$ | (232 | ) |
Other income for the three and six months ended
June 30, 2015 was primarily related to an insurance recovery during the second quarter.
Income tax expense (benefit)
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(in thousands) | |
| | | |
| | | |
| | | |
| | |
$ | 1,315 | | |
$ | (1,899 | ) | |
$ | 2,202 | | |
$ | (590 | ) |
Income tax expense for the three and six months ended June 30, 2015
increased as compared to the same periods in due to a reversal in 2014 of a valuation allowance in on a new operating loss deferred
tax asset for the Company’s U.K. operations of $2.8 million due to a change in estimate regarding the recoverability of those
assets resulting from improved profitability.
Liquidity and Capital Resources
We have historically funded our business through
operating cash flows and proceeds from borrowings. As of June 30, 2015, we had $45.6 million in cash, cash equivalents, and restricted
cash and $226.4 million in bank and other related debt.
During the first half of 2015, we generated
cash of $20.0 million from operating activities, compared to cash provided by operations of $4.4 million during the same period
in 2014. The increase was primarily driven by an increase in accounts payable and accrued expenses.
During the six months ended June 30, 2015,
cash used in investing activities was $67.2 million, resulting primarily from the use of $36.0 million in cash to acquire SSCI,
$23.6 million to acquire the facility in Glasgow, U.K., and $7.5 million used for the acquisition of property and equipment. Additionally,
during the six months ended June 30, 2015, we generated cash of $42.9 million from financing activities, relating primarily from
borrowings on our revolving line of credit and proceeds from stock issuances resulting from exercises of stock options and employee
stock purchase plan purchases.
Working capital, defined as current assets
less current liabilities, was $146.1 million at June 30, 2015 as compared to $142.3 million as of December 31, 2014. This increase
primarily relates to increased inventory levels and new working capital associated with the companies acquires in 2015 offset by
a decrease in cash to fund the acquisitions and increases in accounts payable and accrued liabilities.
In December 2013, we issued $150 million of
2.25% Cash Convertible Senior Notes (the “Notes”), which generated net proceeds of $134.8 million, which includes the
associated warrants, convertible note hedges and bank fees. In connection with the offering of these Notes, we entered into convertible
note hedging transactions with two counterparties. We also entered into warrant transactions in which we sold warrants of our common
stock to the counterparties. We paid the counterparties approximately $33.6 million for the convertible note hedge and received
approximately $23.1 million from the counterparties for the warrants. See Note 5 for additional information regarding these transactions.
In April 2012, we entered into a $20.0 million
credit facility consisting of a four-year, $5.0 million term loan and a $15.0 million revolving line of credit. In April 2014,
we utilized our restricted cash to pay off the balance of the term loan, thereby eliminating the term loan liability. In June 2014
we terminated the credit agreement while still maintaining the letters of credit, thus requiring us to continue to maintain certain
restricted cash to collateralize these letters of credit.
The balance required to be maintained with
a financial institution as restricted cash must be at least 110% of the maximum potential amount of the outstanding letters of
credit. As of June 30, 2015 we had $2.1 million of outstanding letters of credit related to this institution secured by restricted
cash of $3.0 million. The amount available to be borrowed under the revolving line of credit at June 30, 2015 was $40,000. Additionally,
we had $1.0 million in letters of credit with another financial institution.
On October 24, 2014, we entered into a $50.0
million senior secured credit agreement (the “Credit Agreement”) consisting of a three-year, $50.0 million revolving
credit facility, which includes a $15.0 million sublimit for the issuance of standby letters of credit and a $5.0 million sublimit
for swing line loans. The Credit Agreement also included an accordion feature that, subject to securing additional commitments
from existing lenders or new lending institutions, allowing us to increase the aggregate commitments under the Credit Agreement
by up to $10.0 million. On December 23, 2014, the Credit Agreement was amended to increase the available commitment to $75.0 million,
increasing and using the accordion feature in its entirety. At June 30, 2015, the amount available to be borrowed under this agreement
is $40,000.
Borrowings made under the Credit Agreement
bear interest at (a) the one-month, three-month or six-month LIBOR rate (the “LIBOR Rate”) or (b) a base rate determined
by reference to the highest of (i) the Barclays Bank PLC prime rate, (ii) the United States federal funds rate plus 0.50% and (iii)
a daily rate equal to the one-month LIBOR Rate plus 1.0% (the “Base Rate”), plus an applicable margin of 2.25% per
annum for LIBOR Rate loans and 1.25% per annum for Base Rate loans. As of June 30, 2015 the interest rate on the Credit Agreement
was 2.5%.
Subsequent Financing
On July 16, 2015, we entered into a $230 million
senior secured credit agreement (the “Amended Credit Agreement”) with Barclays Bank PLC, as Administrative Agent, Collateral
Agent, L/C Issuer and Swing Line Lender, and the lenders party thereto.
The Amended Credit Agreement, subject to the
terms and conditions set forth therein, provides for a $200 million six-year term loan and a $30 million five-year revolving credit
facility, which includes a $15 million sublimit for the issuance of standby letters of credit and a $5 million sublimit for swingline
loans. The Amended Credit Agreement also includes an accordion feature that, subject to securing additional commitments from existing
lenders or new lending institutions, will allow the us to increase the aggregate commitments under the Amended Credit Agreement
by up to $60 million (plus, to the extent utilized to effect an increase to the revolving credit facility, an additional $20 million),
plus an unlimited amount subject to compliance with a pro forma secured leverage ratio. We expects to use the proceeds of any borrowings
under the Amended Credit Agreement for the Transaction, working capital and other general corporate purposes of us and our subsidiaries,
subject to the terms and conditions set forth in the Amended Credit Agreement.
At the Company’s election, loans made
under the Credit Agreement will initially bear interest at the Adjusted Eurodollar Rate (as defined below) plus 4.75% or the Base
Rate (as defined below) plus 3.75%. Upon achievement of a certain senior secured leverage ratio, the rates will step down to 4.50%
and 3.50%, respectively. The Base Rate means, for any day, a fluctuating rate per annum equal to the highest of (i) the federal
funds rate plus ½ of 1.00%, (ii) the prime rate in effect on such day and (iii) the Adjusted Eurodollar Rate for a one month
interest period beginning on such day (or, if such day is not a business day, the immediately preceding business day) plus 1.00%;
provided that, in the case of the term loans, the Base Rate shall at all times be deemed to be not less than the 2.00%. The Adjusted
Eurodollar Rate means for the interest period for each Eurodollar loan comprising part of the same group, the quotient obtained
(expressed as a decimal, carried out to five decimal places) by dividing (i) the applicable Eurodollar rate for such interest period
by (ii) 1.00% minus the Eurodollar reserve percentage; provided that, in the case of the term loans only, the Adjusted Eurodollar
Rate shall at all times be deemed to be not less than 1.00%.
The Amended Credit Agreement includes a springing
maturity provision such that the loans under the Amended Credit Agreement will mature 6 months prior to the convertible bond maturity
date if more than $25 million of the bonds are outstanding and the secured leverage ratio is greater than 1.50:1.00 on such date.
The Amended Credit Agreement is currently being syndicated.
The borrowings under the Amended Credit Agreement
are prepayable at the option of the Company, subject to a 1.00% prepayment premium in certain circumstances if prepaid within the
first six months, and otherwise without premium or penalty (other than customary breakage costs for Eurodollar loans). Amounts
prepaid under the term loan facility are not available for reborrowing, but amounts prepaid under the revolving credit facility
are available for reborrowing unless the Company determines to permanently reduce the commitments under the revolving credit facility,
subject to the terms and conditions of the Amended Credit Agreement.
In connection with this transaction, the Company
fully paid off amounts owed under the Revolver and expects to use the additional financing for general corporate purposes.
The obligations under the Amended Credit Agreement
are guaranteed by each of our material domestic subsidiaries (each a “Guarantor”) and are secured by first priority
liens on, and security interests in, substantially all of the present and after-acquired assets of ours and each Guarantor subject
to certain customary exceptions.
The Credit Agreement contains customary representations
and warranties relating to us and our subsidiaries. The Amended Credit Agreement also contains certain affirmative and negative
covenants including negative covenants that limit or restrict, among other things, liens, indebtedness, investments and acquisitions,
mergers and fundamental changes, asset sales, restricted payments, changes in the nature of the business, transactions with affiliates
and other matters customarily restricted in such agreements. The Amended Credit Agreement is also subject to certain customary
“Market Flex” provisions, which, if utilized, could alter certain of the terms.
The disclosure of payments we have committed
to make under our contractual obligations is set forth under the heading “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Liquidity and Capital Resources” under Item 7 of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2014. Outside of the borrowings on our senior secured credit agreement (the “Amended
Credit Agreement”) as discussed under the “Subsequent Financing” section, there have been no material changes
to our contractual obligations at June 30, 2015. As of June 30, 2015, we had no off-balance sheet arrangements as defined in Item
303(a)(4) of the Securities and Exchange Commission’s Regulation S-K.
Our convertible notes are not convertible into our common stock
or any other securities under any circumstances. Holders may convert their notes solely into cash at their option during
any calendar quarter commencing after the calendar quarter ending on December 31, 2013 (and only during such calendar quarter),
if the last reported sale price of the our common stock for at least 20 trading days (whether or not consecutive) during
a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater
than or equal to 130% of the notes’ conversion price of $15.63, or $20.32, on each applicable trading day. Holders
of the notes may not convert their notes into cash during the quarter ending September 30, 2015, as the conditions for conversion
were not met based on the closing price of the our common stock during the 30 consecutive trading days ended June 30, 2015.
The average closing price for our common stock for the three months ended June 30, 2015 was $19.30.
We expect that additional future capital expansion
and acquisition activities, if any, could be funded with cash on hand, cash from operations, borrowings under our credit facility
and/or the issuance of equity or debt securities. There can be no assurance that attractive acquisition opportunities will be available
to us or will be available at prices and upon such other terms that are attractive to us. We regularly evaluate potential acquisitions
of other businesses, products and product lines and may hold discussions regarding such potential acquisitions. In addition, in
order to meet our long-term liquidity needs or consummate future acquisitions, we may incur additional indebtedness or issue additional
equity or debt securities, subject to market and other conditions. There can be no assurance that such additional financing will
be available on terms acceptable to us or at all. The failure to raise the funds necessary to finance our future cash requirements
or consummate future acquisitions could adversely affect our ability to pursue our strategy and could negatively affect our operations
in future periods.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial
condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance
with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to business combinations,
inventories, goodwill and intangibles, other long-lived assets, derivative instruments and hedging activities, pension and postretirement
benefit plans, income taxes and contingencies, among other effects. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.
We refer to the policies and estimates set
forth in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Critical Accounting Estimates” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. There have
been no material changes or modifications to the policies since December 31, 2014.
Recently Issued Accounting Pronouncements
In July 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") No. 2015-11, “Simplifying the measurement of inventory.” This
ASU simplifies the measurement of inventory by requiring certain inventory to be measured at the lower of cost or net realizable
value. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016 and for interim periods therein.
We are currently evaluating the impact this ASU will have on its consolidated financial statements.
In May 2015, the FASB issued ASU No. 2015-07, “Fair Value
Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”.
The ASU applies to entities that measure an investment’s fair value using the net asset per share (or an equivalent) practical
expedient, while the amendments of the ASU eliminate the requirement to classify the investment within the fair value hierarchy.
In addition, the requirement to make specific disclosures for all investments eligible to be assessed at fair value with the net
asset value per share practical expedient has been removed. Instead, such disclosures are restricted only to investments that the
entity has decided to measure using the practical expedient. The amendments in this ASU apply for fiscal years starting after December
15, 2015, and the interim periods within. The amendments are to be applied retrospectively to all periods offered, with early adoption
permitted. We are currently evaluating the impact this ASU will have on its consolidated financial statements.
In April 2015, the FASB issued ASU No 2015-03, “Simplifying
the Presentation of Debt Issuance Costs,” which updated guidance to clarify the required presentation of debt issuance costs.
The amended guidance requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying
amount of the recognized debt liability, consistent with the treatment of debt discounts. Amortization of debt issuance
costs is to be reported as interest expense. The recognition and measurement guidance for debt issuance costs are not
affected by the updated guidance. The updated guidance is effective for reporting periods beginning after December 15, 2015.
Early adoption is permitted. We do not expect this ASU to have a material impact on our consolidated financial statements.
At June 30, 2015, we had $3.5 million of debt issuance costs included in other assets.
In June 2014, the FASB issued ASU No. 2014-12, "Compensation
- Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target
Could Be Achieved after the Requisite Service Period." This ASU requires that a performance target that affects vesting and
that could be achieved after the requisite service period, be treated as a performance condition. The performance target should
not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in
which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable
to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being
achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively
over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service
period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately
vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award
if the performance target is achieved. This ASU is effective for annual periods and interim periods within those annual periods
beginning after December 15, 2015. Earlier adoption is permitted. We do not expect this ASU to have a material impact on our consolidated
financial statements.
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from
Contracts with Customers: (Topic 606)." This ASU affects any entity that either enters into contracts with customers to transfer
goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope
of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements
in ASC Topic 605, "Revenue Recognition," and most industry-specific guidance. In addition, the existing requirements
for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g.,
assets within the scope of ASC Topic 360, "Property, Plant, and Equipment," and intangible assets within the scope of
ASC Topic 350, "Intangibles-Goodwill and Other") are amended to be consistent with the guidance on recognition and measurement
(including the constraint on revenue) in this ASU. The core principle of the guidance is that an entity should recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. In July 2015, the FASB approved to defer the effective date of
ASU 2014-09. This ASU is now effective for calendar years beginning after December 15, 2017. Early adoption is not permitted.
We are currently evaluating the impact this ASU will have on our consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
There have been no material changes with respect
to the information on Quantitative and Qualitative Disclosures about Market Risk appearing in Part II, Item 7A to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by rule 13a-15(b) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the Company’s last fiscal quarter our
management conducted an evaluation with the participation of our Chief Executive Officer and Chief Financial Officer regarding
the effectiveness of our disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures,
we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and our management was required to apply its judgment in evaluating and implementing
possible controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of the Company’s last fiscal quarter, our disclosure controls and procedures were effective in that they
provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms, including ensuring that such information is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. We intend
to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting,
on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems
evolve with our business.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s
internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during
the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Please refer to Part 1 – Note 11 to the
condensed consolidated financial statements for details and history on outstanding litigation.
Item 1A. Risk Factors
In addition to the other information set forth
in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part II, "Item
1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our
business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing
our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or operating results. There are no material changes to the Risk Factors
described in our Annual Report on Form 10-K for the year ended December 31, 2014.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
The following table represents share repurchases
during the three months ended June 30, 2015:
Period | |
(a) Total Number of Shares Purchased (1) | | |
(b) Average Price Paid Per Share | | |
(c) Total Number of Shares Purchased
as Part of Publicly Announced Plans or Programs | | |
(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program | |
April 1, 2015 – April 30, 2015 | |
| 1,524 | | |
$ | 17.91 | | |
| N/A | | |
| N/A | |
May 1, 2015 – May 31, 2015 | |
| 946 | | |
$ | 19.40 | | |
| N/A | | |
| N/A | |
June 1, 2015 – June 30, 2015 | |
| 4,859 | | |
$ | 20.11 | | |
| N/A | | |
| N/A | |
Total | |
| 7,329 | | |
$ | 19.56 | | |
| N/A | | |
| N/A | |
(1) Consists of shares repurchased by the Company for certain
employee’s restricted stock that vested to satisfy minimum tax withholding obligations that arose on the vesting of the restricted
stock.
Item 6. Exhibits
Exhibit |
|
|
Number |
|
Description |
|
|
|
2.1 |
|
Share Purchase Agreement by and among Albany Molecular Research, Inc., Gadea Grupo Framaceutico, S.L., Exirisk Spain, S.L. and certain other persons thereto, dated July 16, 2015 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on July 16, 2015, File No. 001-35622). |
|
|
|
3.1 |
|
Certificate of Amendment to the Restated Certificate of Incorporation
of Albany Molecular Research, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on June 5, 2015, File No. 001-35622)
|
3.2 |
|
Registration Rights Agreement by
and between Albany Molecular Research, Inc. and 3-Gutinver, S.L., dated as of July 16, 2015 (incorporated herein by reference
to Exhibit 3.2 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on July 16,
2015, File No. 001-35622) |
|
|
|
4.1 |
|
Amendment and Termination of Shareholder Rights Agreement between Albany Molecular Research, Inc. and Computershare, Inc., dated as of August 5, 2015 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on August 5, 2015, File No. 001-35622). |
|
|
|
4.2 |
|
Certificate of Elimination of Series A Junior Participating Cumulative Preferred Stock, dated August 5, 2015 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on August 5, 2015, File No. 001-35622). |
|
|
|
10.1* |
|
Employment Agreement by and between Albany Molecular Research, Inc. and Felicia Ladin |
|
|
|
10.2 |
|
Amendment No. 2 to Credit
Agreement, dated as of July 14, 2015, among Albany Molecular Research, Inc., Barclays Bank PLC, as administrative agent and
collateral agent, each Lender party thereto and each other Loan Party party thereto (incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on July 16, 2015,
File No. 001-35622) |
|
|
|
31.1 |
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. |
|
|
|
31.2 |
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. |
|
|
|
32.1 |
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
|
|
|
32.2 |
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
|
|
|
101 |
|
XBRL (eXtensible Business Reporting Language). The following materials from Albany Molecular Research, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows and (v) notes to consolidated financial statements. |
* This certification
is not “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the
Securities Act or the Securities Exchange Act.
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.
|
ALBANY MOLECULAR RESEARCH, INC. |
|
|
|
Date: August 7, 2015 |
By: |
/s/ Felicia Ladin |
|
|
Felicia Ladin |
|
|
Senior Vice President, Chief Financial Officer and Treasurer
(Duly Authorized Officer and Principal Financial Officer) |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(the “Agreement”) is made this 11th day of February, 2015 (the “Effective Date”) by and between Albany
Molecular Research, Inc., a Delaware corporation (the “Company”), and Felicia Ladin (the “Executive”).
WHEREAS, the Executive
became an officer and key employee of the Company on the Employment Date; and
WHEREAS, the parties
hereto desire to assure that the Executive’s knowledge and familiarity with the business of the Company will continue to
be available to the Company after the date hereof.
NOW, THEREFORE, in
consideration of the mutual promises and covenants herein contained, the parties agree as follows:
1.
Employment. Subject to the provisions of Section 6, the Company hereby employs the
Executive, effective on the Employment Date, and the Executive agrees to accept such employment on the Employment Date upon
the terms and conditions hereinafter set forth. The Employment Date is February 4, 2015, provided, however that the parties
agreed that an announcement of such employment was made on January 12, 2015. In the event that the Executive becomes an
employee of the Company on any date other than February 4, 2015, then the actual date of employment shall be considered the
Employment Date hereunder.
2.
Term of Employment. The term of the Executive’s employment pursuant to this
Agreement shall commence on and as of the Employment Date (the “Effective Date”) and shall remain in effect for a
period of two (2) years from the Effective Date (the “Term”). The Term shall be renewed automatically for periods
of two (2) years (each a “Renewal Term”) commencing at the second anniversary of the Effective Date and on each
subsequent anniversary thereafter, unless notice that this Agreement will not be extended is given by either the Executive or
the Company not less than one-hundred eighty (180) days prior to the expiration of the Term (as extended by any Renewal
Term). The period during which the Executive serves as an employee of the Company in accordance with and subject to the
provisions of this Agreement is referred to in this Agreement as the “Term of Employment.”
3.
Capacity.
(a) Duties.
During the Term of Employment, the Executive shall report directly to the to the President and Chief Executive Officer and (i)
shall, until the date agreed to by the Company and the Executive, serve as an executive officer of the Company with
the title Senior Vice President and Treasurer, and, (ii)
shall following the filing of the Annual Report on Form 10-K for the year ended December 31, 2014, serve, in addition, as the Chief
Financial Officer of the Company and (iii) shall perform such duties and responsibilities as may be reasonably determined by the
President and Chief Executive Officer and the Board of Directors of the Company consistent with the Executive’s title and
position, duties and responsibilities as an executive officer of the Company as of the Effective Date; provided that such
duties and responsibilities shall be within the general area of the Executive’s experience and skills, (iii) upon the request
of the Board of Directors of the Company, shall serve as an officer and/or director of the Company and any of its subsidiaries
or affiliates (provided that the Company shall indemnify the Executive for liabilities incurred as such in accordance with
its current practices to the fullest extent permitted by applicable law); and (iv) shall render all services incident to the foregoing.
(b) Extent
of Service. The Executive agrees to diligently serve the interests of the Company and shall devote substantially all of her
working time, attention, skill and energies to the advancement of the interests of the Company and its subsidiaries and affiliates
and the performance of her duties and responsibilities hereunder; provided that nothing in this Agreement shall be construed
as preventing the Executive from (i) investing the Executive’s assets in any entity in a manner not prohibited by Section
7 and in such form or manner as shall not require any material activities on the Executive’s part in connection with the
operations or affairs of the entities in which such investments are made, or (ii) engaging in religious, charitable or other community
or non-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities
under this Agreement.
4.
Compensation.
(a) Salary.
During the Term of Employment, the Company shall pay the Executive a salary (the “Base Salary”) at an annual rate as
shall be determined from time to time by the Board of Directors of the Company or the Compensation Committee of the Board of Directors
consistent with the general policies and practices of the Company and subject to periodic review in accordance with the policies
and practices of the Company; provided, however, that in no event shall such rate per annum be less than $400,000.00.
Such salary shall be subject to withholding under applicable law and shall be payable in periodic installments in accordance with
the Company’s usual practice for its senior executives, as in effect from time to time.
(b) Bonus.
Annually, the Company shall review the performance of the Company and of the Executive during the prior year, and the Company may
provide the Executive with additional compensation as a bonus in accordance with any bonus plan then in effect from time to time
for senior executives of the Company. The current bonus plan for senior executives calls for the payment of 30% of base salary
upon the attainment of threshold goals; 50% upon the attainment of target goals and 100% upon the attainment of superior goals.
This bonus plan shall have such terms as may be established in the sole discretion of the Board of Directors of the Company or
the Compensation Committee of the Board of Directors. Executive will be paid a sign-on bonus in 2015 equal to $300,000 (the “New
Hire Bonus”). The New Hire Bonus will be paid 50% within thirty (30) days of date of hire and the remaining 50% sixty (60)
days following the first payment. Executive must be an active employee in good standing to receive the payments constituting the
New Hire Bonus. In the event Executive receives payment of a bonus for 2014 performance from the Executive’s prior employer,
Executive will inform the SVP of Human Resources of the gross amount of such bonus and it is understood that the New Hire Bonus
shall be reduced by the amount of that bonus paid by the prior employer.
5.
Benefits.
(a) Regular Benefits.
During the Term of Employment, the Executive shall be entitled to participate in any and all medical, dental, pension and life
insurance plans, disability income plans and other employee benefit plans as in effect from time to time for senior executives
of the Company. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable
policies of the Company and (iii) the discretion of the Board of Directors of the Company or the administrative or other committee
provided for in, or contemplated by, such plan. Compliance with this Section 5(a) shall in no way create or be deemed to create
any obligation, express or implied, on the part of the Company or any subsidiary or affiliate of the Company with respect to the
continuation of any benefit or other plan or arrangement maintained as of or prior to the Effective Date or the creation and maintenance
of any particular benefit or other plan or arrangement at any time after the Effective Date.
(b) Reimbursement
of Expenses. The Company shall promptly reimburse the Executive for all reasonable business expenses incurred by the Executive
during the Term of Employment in accordance with the Company’s practices for senior executives of the Company, as in effect
from time to time.
(c) Vacation.
During the Term of Employment, the Executive shall receive at least four (4) weeks paid vacation annually or such greater amount
as is in accordance with the Company’s practices for senior executives of the Company, as in effect from time to time.
(d) New
Employment Benefits. During the time that the Executive continues
to retain her primary residence in Pennslyvania, the Executive will commute to whichever AMRI location shall be reasonably necessary
to perform the responsibilities of Executive’s position. Executive will be accommodated in hotels that are preferred Company
hotels and reserved by the Company travel agent or adminsitrator and paid for by AMRI or in a mutually agreeable rental residence
at a cost per month to be approved by the Company, not to exceed Two Thousand Five Hundred Dollars ($2,500) per month plus utilities
and no such temporary living expenses shall be included in the definition of Relocation Expenses as set forth below, as allowable.
Any time after the Employment Date, the Executive is eligible for the AMRI Relocation Program for executives. This program is explained
in detail in the related documents and includes reimbursement or direct payment of all costs associated with the closing costs
for both sale of the Executive’s primary residence in Pennsylvania and the purchase, if any, of a new residence at the agreed
upon location. The Company will pay for the physical move of household goods to the new location. Appropriate tax gross-ups
will be made where allowable. Rent and Untility reimbursement for temporary living will be
included in the gross up consideration. The provisions of the plan are more specific and are the terms that will be adhered to
in the actual reimbursement. It is expected that such residence will be in the proximity of the Company’s Massachusetts facilities,
but could be elsewhere if approved by the Senior Vice President of Human Resources or the President and CEO. All such permanent
relocation expenses, including the New Hire Bonus, are referred to herein as the “Relocation Expenses”.
(e) Grant
of Company Equity. Effective on Employment Date, the Company will grant to Executive Twenty Five Thousand (25,000) shares of
restricted stock and non-qualified stock options to purchase Seventy Five Thousand (75,000) shares of the Company’s Common
Stock, such restricted stock and stock options to be granted pursuant to the Company’s 2008 Stock Option and Incentive Plan.
Such restricted stock and stock options will be evidenced by standard agreements to be entered into between Executive and the Company.
The restricted stock and stock options granted pursuant to this Section 5(e) will vest twenty five percent (25%) per year on each
anniversary of the date of grant. The shares of restricted stock and stock options granted in this Section 5(e) are referred to
herein as the New Hire Grant.
6. Termination
of Employment. Notwithstanding the provisions of Section 2, the Executive’s employment under this Agreement shall terminate
under the following circumstances set forth in this Section 6.
For purposes of this
Agreement, “Date of Termination” means (i) if the Executive’s employment is terminated by her death as
provided in Section 6(c), the date of her death; (ii) if the Executive’s employment is terminated due to his permanent disability
as provided in Section 6(c), the date on which notice of termination is given; (iii) if the Executive’s employment is terminated
by the Company without Cause under Section 6(e) or Section 6(g), sixty (60) days after the date on which notice of termination
is given; and (iv) if the Executive’s employment is terminated under Section 6(f), or for Good Reason under Section 6(g),
the date on which the applicable cure period expires. In the event that Executive’s employment terminates at any time from
the date hereof to the date that is 24 months following the payment of the last to be paid of the Relocation Expenses and such
termination is pursuant to Section 6(b) or 6(d); then within 30 days of the Date of Termination Executive shall repay the Relocation
Expenses in full to the Company.
(a) Mutual
Consent. The Executive’s employment under this Agreement may be terminated at any time by the mutual consent of the Executive
and the Company on such terms as both parties shall mutually agree.
(b) Termination
by the Company for Cause. The Executive’s employment under this Agreement may be terminated by the Company for Cause
at any time upon written notice to the Executive without further liability on the part of the Company. For purposes of this Agreement,
a termination shall be for Cause if:
(i) the
Executive shall commit an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any of
its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere
to any felony or any crime involving moral turpitude;
(ii) the
Executive shall commit a material breach of any of the covenants, terms or provisions of Section 7 or 8 hereof which breach has
not been cured within fifteen (15) days after delivery to the Executive by the Company of written notice thereof;
(iii) the
Executive shall commit a material breach of any of the covenants, terms or provisions hereof (other than pursuant to Section 7
or 8 hereof) which breach has not been remedied within thirty (30) days after delivery to the Executive by the Company of written
notice thereof; or
(iv) the
Executive shall have disobeyed reasonable written instructions from the Company’s Board of Directors, Compensation Committee
or other appropriate governing committee which are consistent with the terms and conditions of this Agreement or shall have deliberately,
willfully, substantially and continuously failed to perform the Executive’s duties hereunder, after written notice and under
circumstances effectively constituting a voluntary resignation of the Executive’s position with the Company.
Upon termination for
Cause as provided in this Section 6(b), all obligations of the Company under this Agreement shall thereupon immediately terminate
other than any obligations with respect to earned but unpaid Base Salary. The Company shall have any and all rights and remedies
under this Agreement and applicable law.
(c) Death;
Disability. The Executive’s employment under this Agreement may be terminated by the Company upon the earlier of death
or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any
such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately
terminate other than any obligations with respect to (i) earned but unpaid Base Salary through the Date of Termination, (ii) bonus
payments with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated
in any bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number
of days of the Executive’s actual employment hereunder during such calendar year through the Date of Termination, and (iii)
in the case of permanent disability, continuation at the Company’s expense of health insurance benefits (medical and dental)
until the first anniversary of the Date of Termination to the extent permitted under the Company’s group health insurance
policy. As used herein, the term “permanent disability” or “permanently disabled” means the inability of
the Executive, by reason of injury, illness or other similar cause, after reasonable accommodation by the Company, to perform a
major part of her duties and responsibilities in connection with the conduct of the business and affairs of the Company. The Company
shall provide written notice to the Executive of the termination of her employment hereunder due to permanent disability.
(d) Voluntary
Termination by the Executive. At any time during the Term of Employment, the Executive may terminate her employment under this
Agreement upon sixty (60) days’ prior written notice to the Company. Upon termination by the Executive as provided in this
Section 6(d), all obligations of the Company under this Agreement shall thereupon immediately terminate.
(e) Termination
by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company at any
time without Cause by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company
of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and
is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any
such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately
terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject
to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory
revocation period, the Company shall continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section
4(a) for a period of one (1) year from the Date of Termination and shall pay to the Executive in monthly installments over the
one (1) year period, an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding
the year of termination pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date
of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly
payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months
of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive
with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time
of termination for a period of twelve (12) months from the Date of Termination. In addition, on or prior to the Date of
Termination, Executive will become fully vested in any unvested shares or options granted as part of the New Hire Grant.
(f) Termination
by the Executive upon Company Breach. The Executive shall have the right to terminate her employment hereunder upon written
notice to the Company in the event of (i) a change in the Executive reporting directly to the Company’s Chief Executive Officer
or to the Board of Directors or a material diminution in the nature or scope of the powers, duties or responsibilities of the Executive
or (ii) a breach by the Company of any of its material obligations hereunder, in each case after the Executive has given written
notice to the Company specifying such default by the Company within sixty (60) days of the occurrence of the default and giving
the Company a reasonable time, not less than thirty (30) days, to conform its performance to its obligations hereunder. Upon any
such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately
terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject
to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory
revocation period, the Company shall continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section
4(a) for a period of one (1) year from the Date of Termination and shall pay to the Executive in monthly installments over the
one (1) year period, an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding
the year of termination pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date
of Termination. For purposes of Section 409A of the Code, each monthly payment shall be considered a separate payment. The Company
shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for
the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level
consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from
the Date of Termination. In addition, on or prior to the Date of Termination, Executive will become fully vested in any
unvested shares or options granted as part of the New Hire Grant.
(g) Termination
Pursuant to a Change of Control. If there is a Change of Control, as defined below, during the Term of Employment, the provisions
of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term).
Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock
grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other
retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a
lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such
may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal
goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction.
If, within two (2) years
following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with
Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance
and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in
a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive
(or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base
Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus,
if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30)
days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered
deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in
control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over
the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of
outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive
with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time
of termination for a period of twelve (12) months from the Date of Termination.
(i) “Change
of Control” shall mean the occurrence of any one of the following events: (A) the sale of all or substantially
all of the assets of the Company on a consolidated basis to an unrelated person or entity, (B) a merger, reorganization or consolidation
in which the outstanding shares of Stock are converted into or exchanged for securities of the successor entity and the holders
of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding
voting power of the successor entity immediately upon completion of such transaction, or (C) the sale of all of the Stock of the
Company to an unrelated person or entity.
(ii) “Good
Reason” shall mean the occurrence of any of the following:
(A)
a change in the Executive reporting directly to the Company’s Chief Executive Officer or member of the Board of Directors
or a material diminution in the nature or scope of the powers, duties or responsibilities of the Executive;
(B) a
breach by the Company of any of its material obligations hereunder
(iii) The
Executive shall provide the Company with reasonable notice and an opportunity to cure any of the events listed in Section 6(g)(ii)
within sixty (60) days of the occurrence of the event and shall not be entitled to compensation pursuant to this Section 6(g) unless
the Company fails to cure within a reasonable period of not less than thirty (30) days.
(h) Additional
Limitation. Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment
or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable
regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the
Code, the following provisions shall apply:
(A) if
the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the federal, state, and local income and
employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount,
are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full amount of Severance Payments.
(B) if
the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of
(1) the Excise Tax and (2) the total of the federal, state, and local income and employment taxes on the amount of the Severance
Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the
extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance
Payments shall be reduced in the following order: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments
subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. To the
extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological
order.
For the purposes of
this Section 6(h) “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within
the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive
with respect to such excise tax.
The determination
as to which of the alternative provisions of this Section 6(h) shall apply to the Executive shall be made by a nationally recognized
accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations
both to the Company and the Executive within fifteen (15) business days of the Date of Termination, if applicable, or at such earlier
time as is reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions
of this Section 6(h) above shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate
of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state
and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s
residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.
(i) No
Mitigation. Without regard to the reason for the termination of the Executive’s employment hereunder, the Executive shall
be under no obligation to mitigate damages with respect to such termination under any circumstances and in the event the Executive
is employed or receives income from any other source, there shall be no offset against the amounts due from the Company hereunder.
(j) Section
409A.
(i) Anything
in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning
of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under
this Agreement would be considered deferred compensation subject to the twenty percent (20%) additional tax imposed pursuant to
Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable
and such benefit shall not be provided until the date that is the earlier of (A) six (6) months and one (1) day after the Executive’s
separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment
basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six (6)-month
period but for the application of this provision, and the balance of the installments shall be payable in accordance with their
original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the prime rate reported by The
Wall Street Journal as of the date of separation from service, from such date of separation from service until the payment.
(ii) The
parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner
so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably
requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations
in order to preserve the payments and benefits provided hereunder without additional cost to either party.
(iii) To
the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation”
under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination
of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service”.
The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions
set forth in Treasury Regulation Section 1.409A-1(h).
(iv) The
Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions
of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.
7. Non-Competition
and No Solicitation.
(a) Because
the Executive’s services to the Company are special and because the Executive has access to the Company’s confidential
information, during the Term of Employment and for a period of twelve (12) months following the termination, the Executive shall
not, without the express written consent of the Company, directly or indirectly, engage, participate, invest in, be employed by
or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in
any other capacity, any Person (as hereinafter defined) other than the Company and its affiliates in the Designated Industry (as
hereinafter defined); provided, however, that nothing herein shall be construed as preventing the Executive from making passive
investments in a Person in the Designated Industry if the securities of such Person are publicly traded and such investment constitutes
less than one percent (1%) of the outstanding shares of capital stock or comparable equity interests of such Person.
(b) For
purposes of this Agreement, the following terms have the following meanings:
“Person”
means an individual, a corporation, an association, a partnership, a limited liability company, an estate, a trust and any other
entity or organization; and
“Designated
Industry” means the business of providing research and development services to pharmaceutical and biotechnology companies
involved in drug development and discovery and any and all activities related thereto, including, without limitation, biological
testing and biological research services, medicinal chemistry, chemical development, biocatalysis, analytical chemistry services
and small-scale and large scale and any other business conducted by the Company during the Executive’s employment with the
Company that comprises a major portion of the Company’s overall business.
(c) For
a period of twelve (12) months following the termination of this Agreement for any reason, the Executive shall not, directly or
indirectly, alone or as a member of any partnership or limited liability company or entity, or as an officer, director, shareholder,
or employee of any corporation or entity (a) solicit or otherwise encourage any employee or independent contractor of the Company
to terminate his/her relationship with the Company, or (b) recruit, hire or solicit for employment or for engagement as an independent
contractor, any person who is or was employed by the Company at any time during the Executive’s employment with the Company.
This paragraph shall not apply to persons whose employment and/or retention with the Company has been terminated for a period of
twelve (12) months or longer.
8. Confidentiality.
In the course of performing services hereunder and otherwise, the Executive has had, and it is anticipated that the Executive will
from time to time have, access to confidential records, data, customer lists, trade secrets, technology and similar confidential
information owned or used in the course of business by the Company and its subsidiaries and affiliates (the “Confidential
Information”). The Executive agrees (i) to hold the Confidential Information in strict confidence, (ii) not to disclose the
Confidential Information to any Person (other than in the regular business of the Company), and (iii) not to use, directly or indirectly,
any of the Confidential Information for any competitive or commercial purpose; provided, however, that the limitations set forth
above shall not apply to any Confidential Information which (A) is then generally known to the public, (B) became or becomes generally
known to the public through no fault of the Executive, or (C) is disclosed in accordance with an order of a court of competent
jurisdiction or applicable law. Upon termination of the Executive’s employment with the Company, all data, memoranda, customer
lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters in the Executive’s
possession or control, shall be returned to the Company and remain in its possession. This Section 8 shall survive the termination
of this Agreement for any reason.
9. Conflicting
Agreements. The Executive hereby represents and warrants that the execution of this Agreement and the performance of her obligations
hereunder will not breach or be in conflict with any other agreement to which he is a party or is bound, and that he is not now
subject to any covenants which would affect the performance of her obligations hereunder.
10. Severability.
In case any of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been limited or modified (consistent
with its general intent) to the extent necessary to make it valid, legal and enforceable, or if it shall not be possible to so
limit or modify such invalid, illegal or unenforceable provision or part of a provision, this Agreement shall be construed as if
such invalid, illegal or unenforceable provision or part of a provision had never been contained in this Agreement.
11. Litigation
and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or
on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company.
The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available
to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient
times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection
with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive
for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant
to this Section 11. This Section 11 shall survive the termination of this Agreement for any reason.
12. Arbitration
of Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by
arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment
may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for
cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be
to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated
for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies
that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had
been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ fees, and (iv)
all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements
with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeitability of any stock-based
grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the
Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without
authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they
will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical
capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled
to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s
doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section
12 shall survive the termination of this Agreement for any reason.
13. Specific
Performance. Notwithstanding Section 12 hereof, it is specifically understood and agreed that any breach of the provisions
of this Agreement, including, without limitation, Sections 7 and 8 hereof, by the Executive is likely to result in irreparable
injury to the Company and its subsidiaries and affiliates, that the remedy at law alone will be inadequate remedy for such breach
and that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this
Agreement by the Executive and to seek both temporary and permanent injunctive relief (to the extent permitted by law), without
the necessity of proving actual damages. To the extent that any court action is permitted consistent with or to enforce Section
7 or 8 of this Agreement, the parties hereby agree to the sole and exclusive jurisdiction of the Supreme Court of the State of
New York (Albany County) and the United States District Court for the Northern District of New York (City of Albany). Accordingly,
with respect to any such court action, the Executive (i) submits to the personal jurisdiction of such courts, (ii) consents to
service of process, and (iii) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect
to personal jurisdiction or service of process.
14. Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) when delivered by hand, (ii) when transmitted by facsimile and receipt is acknowledged, or (iii) if mailed by certified or
registered mail with postage prepaid, on the third business day after the date on which it is so mailed:
To the Company:
Albany Molecular Research,
Inc.
26 Corporate Circle
Albany, New York 12212-5154
Facsimile: (518) 867-4375
Attention: Board
of Directors
To the Executive, at the address
on file with the Company
or to such other address of which any party
may notify the other parties as provided above. Notices shall be effective as of the date of such delivery or mailing.
15. Amendment;
Waiver. This Agreement shall not be amended, modified or discharged in whole or in part except by an Agreement in writing signed
by both of the parties hereto. The failure of either of the parties to require the performance of a term or obligation or to exercise
any right under this Agreement or the waiver of any breach hereunder shall not prevent subsequent enforcement of such term or obligation
or exercise of such right or the enforcement at any time of any other right hereunder or be deemed a waiver of any subsequent breach
of the provision so breached, or of any other breach hereunder.
16. Successors
and Assigns. This Agreement shall inure to the benefit of successors of the Company by way of merger, consolidation or transfer
of all or substantially all of the assets of the Company, and may not be assigned by the Executive. The Company shall
require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all
of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company
would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement
at or prior to the effectiveness of any succession shall be a material breach of this Agreement.
17. Entire
Agreement. This Agreement constitutes the entire agreement between the parties concerning the subjects hereof and supersedes
all prior understandings and agreements between the parties relating to the subject matter hereof.
18. Governing
Law. This Agreement shall be construed and regulated in all respects under the laws of the State of New York.
19. Counterparts.
This Agreement may be executed in counterparts, each of which when so executed and delivered shall be taken to be an original,
but such counterparts shall together constitute one and the same document.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first above written.
|
ALBANY MOLECULAR RESEARCH, INC. |
|
|
|
|
By: |
/s/ William Marth |
|
|
|
|
EXECUTIVE: |
|
|
|
|
/s/ Felicia Ladin |
|
Felicia Ladin |
Exhibit 31.1
CERTIFICATION
I, William S. Marth certify that:
| 1. | I
have reviewed this Quarterly Report on Form 10-Q of Albany Molecular Research, Inc.; |
| 2. | Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| 3. | Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report; |
| 4. | The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
| (d) | Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions): |
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
| (b) | Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: August 7, 2015 |
/s/ William S. Marth |
|
Name: William S. Marth |
|
Title: President and Chief Executive Officer |
|
Principal Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Felicia Ladin certify that:
| 1. | I
have reviewed this Quarterly Report on Form 10-Q of Albany Molecular Research, Inc.; |
| 2. | Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| 3. | Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report; |
| 4. | The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
| (d) | Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions): |
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
| (b) | Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: August 7, 2015 |
/s/ Felicia Ladin |
|
Name: Felicia Ladin |
|
Title: Senior Vice President, Chief Financial Officer and Treasurer |
|
Principal Financial Officer |
Exhibit 32.1
CERTIFICATION
The undersigned officer
of Albany Molecular Research, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s
Quarterly Report on Form 10-Q to which this certification is attached (the “Report”), as filed with the Securities
and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable,
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification
is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance
with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed
to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company
specifically incorporates it by reference.
Date: August 7, 2015 |
|
|
/s/ William S. Marth |
|
Name: William S. Marth |
|
Title: President and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION
The undersigned officer of Albany Molecular
Research, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s Quarterly Report on
Form 10-Q to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission
on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Company. This certification is provided solely
pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii)
of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates
it by reference.
Date: August 7, 2015 |
/s/ Felicia Ladin |
|
Name: Felicia Ladin |
|
Title: Senior Vice President, Chief Financial Officer and Treasurer |
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