Amended Current Report Filing (8-k/a)

Amortization

(in thousands)

Period (in years)

Customer relationships

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2015

ALBANY MOLECULAR RESEARCH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35622

14-1742717

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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

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

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

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

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

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

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

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

Item 1.01 Entry into Material Definitive Agreement.

LLC Interest Purchase Agreement

On December 15, 2015, Albany Molecular Research, Inc., a Delaware corporation (“AMRI” or the “Company”) and Brian W. Mulhall and Alan Weiss (the “Sellers”), as the members of Whitehouse Analytical Laboratories, LLC (“Whitehouse”), entered into a definitive LLC Interest Purchase Agreement (the “Purchase Agreement”) pursuant to which AMRI purchased 100% of Whitehouse’s membership interests from the Sellers (the “Transaction”) for $54 million in cash and an additional $2 million worth of AMRI common stock contingent upon Whitehouse achieving certain specified targets.

A copy of the Purchase Agreement will be filed as an exhibit to AMRI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which will be filed with the SEC in the first quarter of 2016. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.

The Company hereby amends its Form 8-K filed on December 21, 2015 to provide certain financial statements required by Item 9.01 of Form 8-K with respect to Whitehouse and pro forma condensed combined financial information with respect to the Company’s acquisition of Whitehouse.

Item 9.01 Financial Statements and Exhibits

(a)	Audited consolidated financial statements for Whitehouse as of and for the year ended December 31, 2014, and the unaudited financial statements of Whitehouse as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014, which are filed herewith as Exhibit 99.1 and are incorporated in this Item 9.01(a) by reference.

(b)	The unaudited pro forma condensed combined financial statements and related notes thereto of the Company at September 30, 2015 and for the nine months ended September 30, 2015 and the year ended December 31, 2014, giving effect to the Company’s acquisition of Whitehouse, are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(b) by reference. The audited consolidated financial statements for Gadea Grupo Farmaceutico, S.L. and its subsidiaries as of and for the years ended December 31, 2014, 2013, and 2012, and the unaudited financial statements of Gadea Grupo Farmaceutico, S.L. as of and for the six months ended June 30, 2015 and 2014 are incorporated by reference in this Item 9.01(b) as Exhibit 99.3 to this Current Report on Form 8-K/A in accordance with Article 11 of Regulation S-X.

(c)	Exhibits.

Exhibit No.		Description

23.1		Consent of KPMG LLP.

99.1		Audited consolidated financial statements for Whitehouse Analytical Laboratories, LLC as of and for the year ended December 31, 2014, and unaudited financial statements of Whitehouse Analytical Laboratories, LLC as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014.

99.2		Unaudited pro forma condensed combined financial statements and related notes thereto of Albany Molecular Research, Inc. at September 30, 2015 and for the nine months ended September 30, 2015 and the year ended December 31, 2014.

99.3		Audited consolidated financial statements for Gadea Grupo Farmaceutico, S.L. and Subsidiaries as of and for the years ended December 31, 2014, 2013, and 2012, and unaudited financial statements of Gadea Grupo Farmaceutico, S.L. and Subsidiaries as of and for the six months ended June 30, 2015 and 2014 (incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K/A, as filed on October 1, 2015).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALBANY MOLECULAR RESEARCH, INC.


Date: March 1, 2016	By:	/s/ Felicia I. Ladin
		Felicia I. Ladin Senior Vice-President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.		Description

23.1		Consent of KPMG LLP.

99.1		Audited consolidated financial statements for Whitehouse Analytical Laboratories, LLC as of and for the year ended December 31, 2014, and unaudited financial statements of Whitehouse Analytical Laboratories as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014.

99.2		Unaudited pro forma condensed combined financial statements and related notes thereto of Albany Molecular Research, Inc. at September 30, 2015 and for the nine months ended September 30, 2015 and the year ended December 31, 2014.

99.3		Audited consolidated financial statements for Gadea Grupo Farmaceutico, S.L. and Subsidiaries as of and for the years ended December 31, 2014, 2013, and 2012, and unaudited financial statements of Gadea Grupo Farmaceutico, S.L. and Subsidiaries as of and for the six months ended June 30, 2015 and 2014 (incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K/A, as filed on October 1, 2015).

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Members

Whitehouse Analytical Laboratories, LLC:

We consent to the incorporation by reference in the registration statements on Form S-3 (Registration Nos. 333-178718, 333-200800, and 333-207247) and on Form S-8 (Registration Nos. 333-80477, 333-91423, 333-152169, 333-174973, 333-189219, and 333-205036) of Albany Molecular Research, Inc. of our report dated February 26, 2016, with respect to the balance sheet of Whitehouse Analytical Laboratories, LLC as of December 31, 2014, and the related statements of operations and members’ equity and cash flows for the year ended December 31, 2014, which report appears in the Current Report on Form 8-K/A of Albany Molecular Research, Inc. dated March 1, 2016.

/s/ KPMG LLP

Albany, New York

March 1, 2016

Exhibit 99.1

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

Financial Statements as of and for the

Year ended December 31, 2014

And Independent Auditors’ Report

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

TABLE OF CONTENTS

	Page

INDEPENDENT AUDITORS’ REPORT	3

FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2014:

Balance Sheet	4

Statement of Operations and Members’ Equity	5

Statement of Cash Flows	6

Notes to Financial Statements	7–11

Independent Auditors’ Report

The Members

Whitehouse Analytical Laboratories, Inc.:

We have audited the accompanying financial statements of Whitehouse Analytical Laboratories, LLC, which comprise the balance sheet as of December 31, 2014, and the related statements of operations and members’ equity, and cash flows for the year ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair representation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal controls relevant to the preparation and fair representation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair representation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Whitehouse Analytical Laboratories, LLC as of December 31, 2014, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

Emphasis of a Matter

As discussed in note 8 to the accompanying financial statements, on December 15, 2015, Whitehouse Analytical Laboratories, LLC was acquired by Albany Molecular Research, Inc. Our opinion is not modified with respect to this matter.

/s/ KPMG LLP

February 26, 2016

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

BALANCE SHEET

December 31, 2014

(in Dollars)

ASSETS

Current assets
Cash and cash equivalents	$	526,660
Accounts receivable		1,491,605
Prepaid and other current assets		36,670
Total current assets		2,054,935
Property and equipment
Laboratory equipment		1,448,477
Leasehold improvements		184,630
Total		1,633,107
Less accumulated depreciation		947,572
Net property and equipment		685,535
Total assets	$	2,740,470

LIABILITIES & MEMBERS EQUITY
Current liabilities
Deferred revenue	$	73,340
Line of credit (note 2)		250,000
Note payable, current portion (note 3)		135,206
Equipment purchase obligations, current portion (note 4)		75,922
Total current liabilities		534,468
Long-term liabilities
Note payable, net of current portion (note 3)		287,974
Equipment purchase obligations, net of current portion (note 4)		191,441
Total liabilities		1,013,883
Members’ equity		1,726,587

Total liabilities & members’ equity	$	2,740,470

See accompanying notes to financial statements

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

STATEMENT OF OPERATIONS AND MEMBERS’ EQUITY

Year ended December 31, 2014

(in Dollars)

Revenue	$	8,417,304

Cost of revenue		3,160,806
Selling, genereral & administrative		909,357
Total operating expenses		4,070,163

Income from operations		4,347,141

Other income (expense):
Interest expense		(31,850	)
Interest income		2,694

Net income	$	4,317,985

Members’ equity, beginning		590,296

Less members’ distributions		(3,181,694	)

Members’ equity, ending	$	1,726,587

See accompanying notes to financial statements

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

STATEMENT OF CASH FLOWS

Year ended December 31, 2014

(in Dollars)

Cash flows from operating activities:
Net income	$	4,317,985
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		134,817
Changes in operating assets and liabilities that provided (used) cash:
Accounts receivable		(425,759	)
Prepaid and other current assets		(36,670	)
Deferred revenue		73,340
Net cash provided by operating activities		4,063,713

Cash flows from investing activities:
Purchases of property and equipment		(545,036	)
Net cash used in investing activities		(545,036	)

Cash flows from financing activities:
Payment of bank overdrafts		(163,856	)
Net borrowings under line of credit		250,000
Borrowings on equipment obligations		267,363
Payments on note payable		(163,830	)
Members’ distributions		(3,181,694	)
Net cash used in financing activities		(2,992,017	)

Net change in cash and cash equivalents		526,660

Cash and cash equivalents, beginning of period		-

Cash and cash equivalents, end of period	$	526,660

See accompanying notes to financial statements

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

Notes to Financial Statements

As of and for the Year ended December 31, 2014

Summary of Significant Accounting Policies

Nature of Business

Whitehouse Analytical Laboratories, LLC (the “Company”), a New Jersey limited liability company, is a quality control testing laboratory for pharmaceutical companies. The Company specializes in providing outsourced analytical testing and consulting services to meet the increasingly complex needs of the global pharmaceutical, biotechnology, medical device, and personal care industries. It offers a broad array of testing solutions for chemical/materials analysis (including microbiology), method development, validation and verification, containers, packaging, distribution, drug delivery systems (including medical devices), stability and production retains, and complaint management.

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosures of contingent assets and liabilities, at the date of financial statements, and the reported amount of revenues and expenses during the reporting periods. Actual results may vary from these estimates.

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which services will be provided; (2) services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding purchase order or other similar documentation to be persuasive evidence of an arrangement. When performing lab testing, revenue is recognized when the results have been completed and provided to the customer. If technical services are being provided, revenue is recognized as services are performed.

Operating Expense

Cost of revenue includes direct labor and related benefit charges, other direct costs, shipping and handling fees, and an allocation of facility charges and information technology costs. Selling, general and administrative expenses consist primarily of administrative payroll and related benefit charges, advertising and promotional expenses, administrative travel and an allocation of facility charges and information technology costs. Cost of advertising is expensed as incurred.

Cash and Cash Equivalents

Cash equivalents are those investments that are readily convertible and have original maturities of three months or less. Bank overdrafts reflect the outstanding checks in excess of the individual bank balance.

Receivables

Management reviews outstanding receivable balance on a regular basis to assess the collectability of these balances, and records an allowance for doubtful accounts when necessary. The allowance and related accounts receivable are reduced when the account is deemed uncollectible. There have been no write-offs of customer accounts during the year ended December 31, 2014. The allowance of doubtful accounts reserve at December 31, 2014 is zero.

Property and Equipment

Property and equipment (consisting primarily of lab equipment and leasehold improvements) is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure they are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred, while betterments are capitalized. Gains and losses on disposals are included in the results of operations. The estimated useful lives of the Company’s property and equipment are as follows: seven years for lab equipment and the lesser of the lease term or life of the asset for leasehold improvements. Depreciation expense for the year ended December 31, 2014 was $134,817.

The Company assesses the impairment of its property and equipment whenever events or changes in circumstances indicate that the carrying value for an asset or asset group 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.

Loss Contingencies

Loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will be material. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analyses that often depend on judgments about potential actions by third parties such as regulators. The Company will utilize third party subject matters experts to evaluate exposures and potential outcomes.

Income Taxes

The Company is organized as a limited liability company and has elected to be taxed as a partnership under federal and state income tax law, which provides that, in lieu of income taxes, the members separately account for their pro rata share of the Company’s income, deductions, losses, and credits. As a result of this election, no income taxes, other than minimum state filing requirements, have been recognized in the accompanying financial statements.

Management has evaluated the Company’s tax positions in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic No. 740 – Income Taxes regarding uncertain tax positions and concluded no adjustment to the financial statements is required.

Concentration of Credit Risk

Sales to one customer approximated 20% of the Company’s total revenue for the year ended December 31, 2014. Outstanding accounts receivable from this customer were $241,623 as of December 31, 2014.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued the converged standard on revenue recognition with the objective of providing a single, comprehensive model for all contracts with customers to improve comparability in the financial statements of companies reporting using International Financial Reporting Standards and U.S. GAAP. The standard contains principles that an entity must apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity must recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings. The revised revenue recognition standard will be effective for the company beginning January 1, 2018, with early adoption permitted for annual periods beginning after December 16, 2016. The Company is currently evaluating the expected impact of the standard.

Line of Credit

In 2014, the Company entered a revolving line of credit agreement with a third-party institution in the amount of $400,000. The variable interest rate on the line of credit at December 31, 2014 was 5% and payable monthly. Outstanding borrowings on the line of credit at December 31, 2014 were $250,000. The line of credit was collateralized by the assets of the Company, and was guaranteed by the members of the Company.

On December 15, 2015, the outstanding balance on the line of credit was paid in full. The line of credit expired on December 31, 2015.

Note Payable

The Company held a note payable with a third-party institution with an amount due of $423,180 and fixed interest rate of 3.99%. Payments in the amount of $12,507 are due monthly, with the final payment due in December 2017. The note is collateralized by the assets of the Company.

The maturities of the note payable at December 31, 2014 were as follows:

2015	$	135,206
2016		140,700
2017		147,274
	$	423,180

On December 15, 2015, the outstanding balance on the note payable was paid in full.

Equipment Obligations

In December 2014, the Company entered separate equipment obligations to acquire three separate units of equipment. These obligations and their terms at December 31, 2014 are summarized as follows:

	Interest			Monthly
Date of Maturity	Rate			Payments		Amount Due
April 2017		0	%	$	1,670	$	48,000
December 2017		0	%		2,340		84,000
February 2019		5.1	%		3,338		135,363
						$	267,363

Imputed interest on the equipment obligations with zero percent interest was minimal.

The maturities of the equipment obligations at December 31, 2014 were as follows:

2015	$	75,922
2016		83,063
2017		72,512
2018		29,232
2019		6,634
	$	267,363

The equipment obligations were paid in full in October and November 2015.

Members’ Distributions

The Company made total distributions to its members in the amount of $3,181,694. These distributions were in the form of cash payments directly to its members, compensation and benefits to non-employed family members, and personal non-business related expenditures of the members.

Lease Commitments

At December 31, 2014, the Company leased a facility under an agreement expiring on December 31, 2017. The rent for the leased facility was $13,800 monthly until expiration.

Effective January 1, 2016, the Company amended the lease agreement extending the term through December 31, 2018 with an option to renew the lease for an additional three years. The monthly rent under the amended lease is $15,450. If the option to renew is exercised, a one-time increase of 5% to the monthly lease payments would go into effect.

Defined Contribution Plan

The Company sponsors a defined contribution plan which allows eligible employees to make contributions through salary reductions. Employees become eligible to participate in the plan after completion of three months of service. Employer matches to the plan are discretionary. There was no employer match made to the plan during the year ended December 31, 2014.

Subsequent Events

On December 15, 2015, the members of the Company entered a LLC Interest Purchase Agreement with Albany Molecular Research Inc. (“AMRI”), to transfer their interest in the Company. At that time, the outstanding debt was paid in full and all assets were acquired and remaining liabilities assumed by AMRI.

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

Financial Statements as of September 30, 2015 and

December 31, 2014 and for the nine-months ended

September 30, 2015 and 2014

(unaudited)

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

TABLE OF CONTENTS

	Page

FINANCIAL STATEMENTS (unaudited):

Balance Sheets as of September 30, 2015 and December 31, 2014	3

Statements of Operations for the nine months ended September 30, 2015 and 2014	4

Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	5

Notes to Financial Statements	6–10

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

BALANCE SHEETS

(Unaudited)

	September 30,		December 31,
	2015		2014

ASSETS

Current assets
Cash and cash equivalents	$	992,012	$	526,660
Accounts receivable		2,023,846		1,491,605
Prepaid and other current assets		100,606		36,670
Total current assets		3,116,464		2,054,935
Property and equipment
Laboratory equipment		1,563,013		1,448,477
Leasehold improvements		184,630		184,630
Total		1,747,643		1,633,107
Less accumulated depreciation		1,063,057		947,572
Net property and equipment		684,586		685,535
Total assets	$	3,801,050	$	2,740,470

LIABILITIES & MEMBERS EQUITY
Current liabilities
Accounts payable and accrued expenses	$	334,953	$	-
Deferred revenue		101,213		73,340
Line of credit		814,000		250,000
Note payable, current portion		139,306		135,206
Equipment purchase obligations, current portion		82,625		75,922
Total current liabilities		1,472,097		534,468
Long-term liabilities
Note payable, net of current portion		194,154		287,974
Equipment purchase obligations, current portion		129,269		191,441
Total liabilities		1,795,520		1,013,883
Members’ equity		2,005,530		1,726,587

Total liabilities & members’ equity	$	3,801,050	$	2,740,470

See accompanying notes to financial statements

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

STATEMENTS OF OPERATIONS

(unaudited)

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2015			2014

Revenue	$	7,910,257		$	6,313,735

Cost of revenue		2,822,789			2,195,411
Selling, genereral & administrative		763,574			632,275
Total operating expenses		3,586,363			2,827,686

Income from operations		4,323,894			3,486,049

Interest expense		(24,686	)		(23,888	)

Net income	$	4,299,208		$	3,462,161

See accompanying notes to financial statements

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2015			2014

Cash flows from operating activities:
Net income	$	4,299,208		$	3,462,161
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		115,485			77,316
Changes in operating assets & liabilities that (used) provided cash:
Accounts receivable		(532,241	)		(558,482	)
Prepaid and other current assets		(63,936	)		(86,447	)
Accounts payable and accrued expenses		334,953			318,707
Deferred revenue		27,872			73,340
Net cash provided by operating activities		4,181,341			3,286,595

Cash flows from investing activities:
Purchases of property and equipment		(114,536	)		(102,118	)
Net cash used in investing activities		(114,536	)		(102,118	)

Cash flows from financing activities:
Payments on bank overdraft		-			(163,856	)
Net borrowings under lines of credit		564,000			250,000
Payments on note payable		(89,720	)		(130,848	)
Payments on equipment purchase obligations		(55,468	)		-
Members’ distributions		(4,020,265	)		(2,389,822	)
Net cash used in financing activities		(3,601,453	)		(2,434,526	)

Net change in cash and cash equivalents		465,352			749,951

Cash and cash equivalents, beginning of period		526,660			-

Cash and cash equivalents, end of period	$	992,012		$	749,951

See accompanying notes to financial statements

WHITEHOUSE ANALYTICAL LABORATORIES, LLC

Notes to the Financial Statements (unaudited)

Summary of Significant Accounting Policies

Nature of Business

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

Revenue Recognition

Operating Expense

Cash and Cash Equivalents

Cash equivalents are those investments that are readily convertible and have original maturities of three months or less.

Receivables

Management reviews outstanding receivable balance on a regular basis to assess the collectability of these balances, and records an allowance for doubtful accounts when necessary. The allowance and related accounts receivable are reduced when the account is deemed uncollectible. There have been no write-offs of customer accounts during the nine-months ended September 30, 2015 and 2014. The allowance of doubtful accounts reserve at September 30, 2015 and December 31, 2014 is zero.

Property and Equipment

The Company assesses the impairment of its property and equipment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group 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.

Loss Contingencies

Income Taxes

Concentration of Credit Risk

Sales to one customer approximated 8% and 21% of the Company’s total revenue for the nine-months ended September 30, 2015 and 2014, respectively. Outstanding accounts receivable from this customer was $141,162 and $241,623 as of September 30, 2015 and December 31, 2014, respectively.

Recent Accounting Pronouncements

Line of Credit

The Company had two separate line of credit agreements with a third-party institution. The first agreement was a revolving line of credit. The total amount available under the revolving line of credit was $400,000, of which $314,000 and $250,000 were outstanding at September 30, 2015 and December 31, 2014. The variable rate of interest on the revolving line of credit was 5.0%, at both September 30, 2015 and December 31, 2014, respectively. The revolving line of credit was collateralized by the assets of the Company, and guaranteed by the members of the Company.

In addition, the Company entered a non-revolving line of credit with a third-party institution in the amount of $500,000 on June 5, 2015. The amount available under the non-revolving line of credit is reduced when payments are made. The interest rate was based on the bank’s prime rate, which was 2.99% at September 30, 2015. Interest was due and payable monthly. The non-revolving line of credit was also collateralized by the assets of the Company. Under the non-revolving line of credit, a debt service coverage ratio of at least 1.15 to 1.0 was required. The Company was in compliance with the debt covenant at September 30, 2015.

On December 15, 2015, the outstanding balances on both of these lines of credit were paid in full. The lines of credit have also expired.

Note Payable

The Company held a note payable with a third-party institution with an amount due of $333,460 and $423,180 as of September 30, 2015 and December 31, 2014, respectively. The interest rate was fixed at 3.99%. Payments in the amount of $12,507 are due monthly, with the final payment due in December 2017. The note is collateralized by the assets of the Company.

The maturities of the note payable at September 30, 2015 were as follows:

2015	$	45,486
2016		140,700
2017		147,274
	$	333,460

On December 15, 2015, the outstanding balance on the note payable was paid in full.

Equipment Obligations

The Company had three separate equipment obligations used to acquire equipment. These obligations and their terms at September 30, 2015 and December 31, 2014 are summarized as follows:

						Balance as of		Balance as of
	Interest			Monthly		September		December 31,
Date of Maturity	Rate			Payments		30, 2015		2014
April 2017		0	%	$	1,670	$	32,970	$	48,000
December 2017		0	%		2,340		62,940		84,000
February 2019		5.1	%		3,338		115,984		135,363
						$	211,894	$	267,363

Imputed interest on the equipment obligations with zero percent interest was minimal.

The maturities of the equipment obligations at September 30, 2015 were as follows:

2015	$	20,454
2016		83,063
2017		72,512
2018		29,232
2019		6,633
	$	211,894

The equipment obligations were paid in full in October and November 2015.

Members’ Distributions

The Company made total distributions to its members in the amount of $4,020,265 and $2,389,822 for the nine-month periods ended September 30, 2015 and 2014. These distributions were in the form of cash payments directly to its members, compensation and benefits to non-employed family members, and personal non-business related expenditures.

Lease Commitments

At December 31, 2014, the Company leased a facility under an agreement expiring on December 31, 2017. The rent for the leased facility was $13,800 monthly until expiration.

Defined Contribution Plan

Subsequent Events

Exhibit 99.2

UNAUDTIED PRO FROMA COMBINED CONDENSED FINANCIAL STATEMENTS

On December 15, 2015, Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Brian W. Mulhall and Alan Weiss (the “Sellers”, as members of Whitehouse Analytical Laboratories, LLC (“Whitehouse”), entered into a definitive LLC Interest Purchase Agreement (the “Purchase Agreement”) pursuant to which AMRI purchase 100% of Whitehouse’s membership interests from the Sellers $54 million in cash and an additional $2 million worth of AMRI common stock contingent upon Whitehouse achieving certain specified targets.

Previously, on July 16, 2015, the Company also entered a definitive Share Purchase Agreement to acquire 100% of the capital stock in Gadea Grupo Farmaceutico, S.L.U. (Gadea). Purchase price was $137.9 million, which included $97 million in cash and the issuance of 2,200 restricted shares, valued at $40.6 million, plus a working capital adjustment.

The following unaudited pro forma combined condensed balance sheet as of September 30, 2015 is based on the separate historical financial statements of the Company and Whitehouse after giving effect to the acquisition and the assumptions and preliminary pro forma adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The unaudited combined condensed statements of operations for the nine months ended September 30, 2015 and the year ended December 31, 2014 are based on the separate historical financial statements of the Company, Whitehouse, and Gadea after giving effect to the acquisition and the assumptions and preliminary pro forma adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The unaudited pro forma combined condensed balance sheet presents the Company’s historical financial position combined with Whitehouse as if the acquisition had occurred on September 30, 2015. The unaudited pro forma combined condensed statements of operations are presented as if the acquisition of Whitehouse and Gadea and financing required to fund the acquisitions had occurred on January 1, 2014 and combines the historical results of the Company, Whitehouse and Gadea for the nine months ended September 30, 2015 and for year ended December 31, 2014. The historical financial results have been adjusted to give effect to pro forma events that are directly attributable to the acquisitions, factually supportable, and with respect to the statement of operations, expected to have a continuing impact on the combined results of the companies.

The unaudited pro forma condensed combined financial statements included herein use the acquisition method of accounting, with the Company treated as the acquirer. The preliminary purchase price for the Whitehouse acquisition was approximately $56.3 million and the purchase price for the Gadea acquisition of $137.9 million. The pro forma adjustments are based on currently available information and upon assumptions that the Company believes are reasonable under the circumstances. A final determination of the purchase price and allocation thereof to the assets acquired and the liabilities assumed has not been made, therefore, the allocation reflected in the unaudited pro forma condensed combined financial statements should be considered preliminary and is subject to the completion of a more comprehensive valuation of the assets acquired and liabilities assumed. The final determination of the purchase price and allocation thereof could differ from the pro forma information included herein. Amounts preliminarily allocated to intangible assets, property, plant and equipment, inventory, and goodwill may change significantly, and amortization methods and useful lives may differ from the assumptions that have been used in this unaudited pro forma combined condensed financial information, any of which could result in a material change in operating expenses.

The unaudited pro forma combined condensed statements of operations are provided for illustrative purposes only. The unaudited pro forma combined condensed statements of operations are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the acquisition been completed as of the date indicated or that may be achieved in the future and should not be taken as representative of future consolidated results of operations or financial condition of the Company. Furthermore, no effect has been given in the unaudited pro forma combined condensed statements of operations for synergistic benefits and potential cost savings, if any, that may be realized through the combination of the companies or the costs that may be incurred in integrating their operations.

The unaudited pro forma combined condensed statements of operations should be read together with the accompanying notes to the unaudited pro forma combined condensed statements of operations, the historical consolidated financial statements of the Company and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, the historical consolidated financial statements of the Company and accompanying notes included in the Company’s Quarterly Report on Form 10-Q for the periods ended September 30, 2015 and 2014; the historical financial statements of Gadea and accompanying notes for the six months ended June 30, 2015 and for the year ended December 31, 2014 included in Exhibit 99.1 to the Current Report on Form 8-K/A previously filed by the Company on October 1, 2015; and the historical financial statements of Whitehouse and accompanying notes for the nine months ended September 30, 2015, and for the year ended December 31, 2014, included in Exhibit 99.1 to this Current Report on Form 8-K/A.

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2015

(dollars in thousands)

						Pro Forma			Pro Forma
						Adjustments			Adjustments
						Whitehouse			Gadea			Pro Forma
	AMRI			Whitehouse		(Note 3)			(Note 4)			Combined
Assets
Current assets:
Cash and cash equivalents	$	79,462		$	992	$	(24,302	)(f)	$	-		$	56,152
Restricted cash		2,963			-		-						2,963
Accounts receivable, net		88,306			2,024		-						90,330
Royalty income receivable		4,762					-						4,762
Inventory		104,668					-			(1,053	)(a)		103,615
Prepaid expenses and other current assets		19,887			101		-						19,988
Deferred income taxes		2,249			-		-						2,249
Property and equipment held for sale		1,132			-		-						1,132
Total current assets		303,429			3,117		(24,302	)		(1,053	)		281,191

Property and equipment, net		213,686			684		298	(a)		(9,264	)(a)		205,404
Notes hedges		63,220											63,220
Goodwill		145,726					26,670	(b)		(1,496	)(a)		170,900
Intangible assets and patents, net		86,814					26,200	(c)		10,200	(a)		123,214
Deferred income taxes		3,644											3,644
Other assets		3,349					-						3,349
Total assets	$	819,868		$	3,801	$	28,866		$	(1,613	)	$	850,922
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	63,311		$	335							$	63,646
Deferred revenue and licensing fees		10,908			101								11,009
Income taxes payable		3,084											3,084
Deferred income taxes		4,169											4,169
Accrued pension benefits		585											585
Current installments of long-term debt		15,129			1,036		(1,036	)(d)					15,129
Other current liabilities		2,098											2,098
Total current liabilities		99,284			1,472		(1,036	)		-			99,720
Long-term liabilities:
Long-term debt, excluding current installments		344,373			323		29,908	(d),(e)					374,604
Notes conversion derivative		63,220											63,220
Pension and postretirement benefits		7,465											7,465
Income taxes payable		3,002											3,002
Deferred income taxes		12,157								1,564	(a)		13,721
Other long-term liabilities		1,630											1,630
Total liabilities		531,131			1,795		28,872			1,564			563,362
Commitments and contingencies
Stockholders’ equity:
Preferred stock		-											-
Common stock		410											410
Additional paid-in capital		295,277			2,006		(6	)(g)		(3,177	)(b)		294,100
Retained earnings		75,546											75,546
Accumulated other comprehensive loss, net		(14,086	)										(14,086	)
		357,147			2,006		(6	)		(3,177	)		355,970
Less, treasury shares at cost		(68,410	)		-		-			-			(68,410	)
Total stockholders’ equity		288,737			2,006		(6	)		(3,177	)		287,560
Total liabilities and stockholders’ equity	$	819,868		$	3,801	$	28,866		$	(1,613	)	$	850,922

Unaudited Pro Forma Combined Statement of Operations

For the nine months ended September 30, 2015

(dollars in thousands)

							Pro Forma						Pro Forma
							Adjustments						Adjustments			Pro Forma
							Whitehouse						Gadea			Combined
	AMRI			Whitehouse			(Note 3)			Gadea			(Note 4)			(Note 5)
Contract revenue	$	261,706		$	7,910					$	44,697		$	3,450	(c)	$	317,763
Recurring royalties		14,238			-									224	(c)		14,462
Total revenue		275,944			7,910			-			44,697			3,674			332,225

Cost of contract revenue		203,011			2,822			(4	)(h)		25,480			2,389	(c),(d)		233,698

Technology incentive award		554			-												554
Research and development		2,778			-									183	(c)		2,961
Selling, general and administrative		55,211			764			1,421	(i)		2,168			1,340	(c),(e),(g)		60,904

Restructuring charges		3,828			-						3,787						7,615
Impairment charges		3,155			-												3,155
Total operating expenses		268,537			3,586			1,417			31,435			3,912			308,887
Income (loss) from operations		7,407			4,324			(1,417	)		13,262			(238	)		23,338
Interest expense, net		(12,532	)		(25	)		(1,115	)(j)		(1	)		(4,208	)(f)		(17,881	)
Other income, net		1,901															1,901
Income (loss) before taxes		(3,224	)		4,299			(2,532	)		13,261			(4,446	)		7,358
Income tax expense (benefit)		862						618	(k)		3,376			(1,532	)(h)		3,324
Net income (loss)	$	(4,086	)	$	4,299		$	(3,150	)	$	9,885		$	(2,914	)	$	4,034

Basic (loss) earnings per share	$	(0.12	)													$	0.12
Diluted (loss) earnings per share	$	(0.12	)													$	0.11

Unaudited Pro Forma Combined Statement of Operations

For the year ended December 31, 2014

(dollars in thousands)

							Pro Forma						Pro Forma
							Adjustments						Adjustments			Pro Forma
							Whitehouse						Gadea			Combined
	AMRI			Whitehouse			(Note 3)			Gadea			(Note 4)			(Note 5)
Contract revenue	$	250,704		$	8,417					$	92,526					$	351,647
Recurring royalties		25,867			-						-						25,867
Total revenue		276,571			8,417			-			92,526			-			377,514

Cost of contract revenue		209,193			3,161			14	(h)		63,001			12,777	(d),(i)		288,146
Technology incentive award		1,621			-												1,621
Research and development		1,004			-						5,249						6,253
Selling, general and administrative		48,897			909			1,895	(i)		7,734			2,240	(e)		61,675
Postretirement benefit plan settlement gain		(1,285	)														(1,285	)
Property and equipment impairment		5,392															5,392
Intangible asset impairment		2,443			-												2,443
Restructuring charges		3,582			-												3,582
Total operating expenses		270,847			4,070			1,909			75,984			15,017			367,827
Income (loss) from operations		5,724			4,347			(1,909	)		16,542			(15,017	)		9,687
Interest expense, net		(10,957	)		(29	)		(1,488	)(j)		(715	)		(8,417	)(f)		(21,606	)
Income from uncolisated affiliate											2,099						2,099
Gain on sale of investment in unconsolidated affiliate											5,837						5,837
Other income (expense), net		(235	)								93						(142	)
Income (loss) before taxes		(5,468	)		4,318			(3,397	)		23,856			(23,434	)		(4,125	)
Income tax expense (benefit)		(2,190	)					322	(k)		5,152			(6,700	)(h)		(3,416	)
Net income (loss)	$	(3,278	)	$	4,318		$	(3,719	)	$	18,704		$	(16,734	)	$	(709	)

Basic (loss) earnings per share	$	(0.10	)													$	(0.02	)
Diluted (loss) earnings per share	$	(0.10	)													$	(0.02	)

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Description of Transactions

Whitehouse Analytical Laboratories, LLC

On December 15, 2015, the Company completed the purchase of Whitehouse Analytical Laboratories, LLC, a quality control testing laboratory for pharmaceutical companies. The preliminary estimated aggregate purchase price is $56,3 million. In connection with the acquisition, the Company borrowed $30 million under an existing revolving credit agreement. The interest on the revolving agreement is based on LIBOR with an effective rate of interest of 5.067% on December 15, 2015.

Gadea Grupo Farmaceutico, S.L.U.

On July 16, 2015, the Company completed the purchase of Gadea Grupo Farmaceutico, S.L.U. (Gadea), which is a contract manufacturer of complex active pharmaceutical ingredients (APIs) and finished drug product. The purchase price was $137.9 million, which included $97 million in cash and the issuance of 2,200 restricted shares, valued at $40.6 million, plus a working capital adjustment. A portion of the borrowings obtained through the Company’s Second Restated Credit Agreement entered on July 16, 2015 were used to fund the acquisition. The interest rate is based on the Adjusted Eurodollar Rate plus 4.75%, with an effective rate of interest of 5.75%.

Basis of Presentation

The pro forma financial statements were prepared using the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 805, Business Combinations, and use the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. The assets acquired and liabilities assumed are recognized at their fair value as of the date of acquisition. Any temporary differences resulting from the fair value adjustments have been recognized under ASC 740, Income Taxes.

For purposes of the pro forma financial statements, the historical results of Whitehouse for the nine-months ended September 30, 2015 and year ended December 31, 2014 and the historical results of Gadea for the six-months ended June 30, 2015 and the year ended December 31, 2014 have been included. The results of Gadea are fully integrated with the Company effective July 16, 2015. Adjustments have been made to reflect the incremental depreciation expense on the step up in value of property equipment, the amortization on the acquired intangible assets, the interest expense on the debt used to finance the acquisitions, income tax expense on Whitehouse given the treatment as a disregarded entity for U.S. income tax purposes prior to acquisition, and any related income tax effects for the other pro forma adjustments.

Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal, valuation, and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. These transaction costs are adjusted and excluded in the unaudited pro forma operating results.

Pro Forma Adjustments (unaudited) - Whitehouse

For the purpose of these pro forma financial statements, the estimated aggregate purchase price has been allocated based on an estimate of the fair value of the assets and liabilities acquired as of the acquisition date. The allocation of the estimated acquisition consideration for Whitehouse is based on estimates, assumptions, valuations and other studies which have not yet been finalized in order to make a definitive allocation. The final amounts allocated to assets acquired and liabilities assumed could differ materially from the amounts presented in the unaudited pro forma condensed combined financial statements. The following table summarizes the allocation of the preliminary estimated aggregate purchase price to the estimated fair value of the net assets acquired at the acquisition date of December 15, 2015:

Assets Acquired

Cash	$	378
Accounts receivable		2,084
Prepaid expenses and other current assets		34
Property and equipment		982
Goodwill		26,670
Intangible assets		26,200
Total assets acquired	$	56,348

Liabilities Assumed
Accounts payable and accrued expenses	$	46
Total liabilities assumed		46
Net assets acquired	$	56,302

The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

Unaudited Pro Forma Condensed Combined Balance Sheet

(a)

Represents the estimated fair value adjustment to step up property and equipment acquired.

(b)

Represents the estimated excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed.

(c)

The estimated fair value of the following identified intangible assets acquired and the related amortization periods are reflected in the pro forma adjustment:

(d)

Adjustment to exclude pre-existing debt obligations held by Whitehouse at the time of the transaction. No pre-existing debt obligations were assumed by the Company.

(e)

Includes the borrowing of $30 million on the Company’s revolving credit agreement for the Whitehouse acquisition.

(f)

Represents the net cash used in the investment based on a total purchase price of $56.3 million less the $30 million borrowings.

(g)

Total of $2 million worth of the Company’s shares are expected be issued in 2016 based upon 2015 EBITDA targets agreed upon as part of the transaction.

Unaudited Pro Forma Condensed Combined Statements of Operations

(h)

Represents change in estimated depreciation for the nine-months ended September 30, 2015 and year ended December 31, 2014 due to the offsetting impacts of the step up in values and revised estimated useful lives at the acquisition date. Estimated asset lives are 7 years for lab equipment and the shorter of the term of the lease or asset life for the leasehold improvements.

(i)

Represents incremental amortization expense for the nine-months ended September 30, 2015 and year ended December 31, 2014 due to the revaluation of identifiable definite-lived assets based on the estimated lives of 9 and 14 years.

(j)

Represents interest expense for the nine-months ended September 30, 2015 and the year ended December 31, 2014 on the borrowing of $30 million under a revolving line of credit used to partially fund the Whitehouse acquisition, net of any interest expense on pre-existing debt obligation not assumed from Whitehouse. The estimated annual borrowing rate was 5.067%.

(k)

Represents the tax effects of the inclusion of Whitehouse in the Company’s consolidated tax return and the pro forma adjustments. The estimated effective tax rate in the U.S. for Whitehouse is 35%.

Pro Forma Adjustments (unaudited) – Gadea

For the purpose of these pro forma financial statements, the estimated aggregate purchase price has been allocated based on an estimate of the fair value of the assets and liabilities acquired as of the acquisition date. The allocation of the estimated acquisition consideration for Gadea is based on estimates, assumptions, valuations and other studies which have not yet been finalized in order to make a definitive allocation. The final amounts allocated to assets acquired and liabilities assumed could differ materially from the amounts presented in the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Balance Sheet

(a)

Adjustments made to the preliminary purchase price allocation to recognize the Gadea inventory, property and equipment, and intangible assets at their fair values. The adjustments include the recognition of in-process research and development (IPR&D) intangible assets. Each individual IPR&D asset will be treated as an indefinite-lived asset until the development activities are complete or abandoned.

(b)

Adjustment to the purchase price consideration made to recognize the discount associated with the 2,200,000 restricted shares issued in conjunction with the Gadea acquisition at the fair value of $18.44.

Unaudited Pro Forma Condensed Combined Statements of Operations

(c)

Includes the estimate income before tax for the period July 1, 2015 to July 15, 2015 (prior to the acquisition), summarized as follows:

Contract revenue	$	3,450
Recurring royalties		224
Total revenue		3,674

Cost of contract revenue		3,204
Research and development		183
Selling, general and administrative		782
Total operating expenses		4,169
Income from operations		(495	)
Interest expense, net		(24	)
Income before taxes	$	(519	)

(d)

Includes an estimate of the incremental change in depreciation due to the step up in property value and revised asset lives at the acquisition date.

(e)

Includes an estimate of the incremental change in amortization due to the re-valuation of identifiable definite-lived intangible assets.

(f)

Represents interest and amortization of deferred financing costs on the borrowings under the Company’s million term loan facility in the amount of $97 million for the amount of purchase price paid in cash and $10 in financing costs. The interest rate on the facility was 5.75%.

(g)

Includes the elimination of the actual acquisition costs incurred in the amount of $634 by the Company and Gadea during the 9-month period ended September 30, 2015.

(h)

Represents the estimated taxes on the pro forma adjustments based on an effective tax rate of 25% for the income (expense) to be recognized by Gadea and 35% for interest expense in the U.S.

(i)

Includes the fair value adjustment of $14,650 in inventory recognized as part of the purchase price allocation. The amount is recognized over time into Cost of Revenue based on Gadea’s inventory turns.

Pro Forma Earnings (Loss) per Share

The basic and diluted earnings (loss) per share have been adjusted to include the pro forma adjustments for Whitehouse and Gadea for the nine-months ended September 30, 2015 and the year ended December 31, 2014. The total number of weighted shares outstanding includes (i) the 2,200,000 restricted shares issued in the Gadea acquisition, and (ii) an estimate of 101,000 shares expected to issued based on actual 2015 EBITDA results (as defined in the agreement) for Whitehouse, based on a share price of $19.81. A summary of the pro forma basic and diluted earnings (loss) per share is as follows:

	Nine-months ended September 30, 2015								Year ended December 31, 2014
	Net income			Weighted average		Per share			Net income			Weighted average		Per share
	(loss)			# of shares		amount			(loss)			# of shares		amount

As reported	$	(4,086	)		32,700	$	(0.12	)	$	(3,278	)		31,526	$	(0.10	)
Pro forma adjustments		8,120			2,301					2,569			2,301
Pro forma basic earnings (loss) per share		4,034			35,001	$	0.12			(709	)		33,827	$	(0.02	)
Diluted shares					1,234								-
Pro forma diluted earnings (loss) per share	$	4,034			36,235	$	0.11		$	(709	)		33,827	$	(0.02	)